EX-10.1



 Exhibit 10.1 
 TERM LOAN AMENDMENT AGREEMENT 
 This TERM LOAN AMENDMENT
AGREEMENT, dated as of August 1, 2013 (this “Amendment Agreement”), is entered into by and among Actavis, Inc., a Nevada corporation (f/k/a Watson Pharmaceuticals, Inc., the “Company”), 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 (such other Lenders that are not party hereto, the “Non-Consenting Lenders”), the “Existing Lenders”), the Eligible Assignees party hereto that are not Existing Lenders (the “New Lenders”),
and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). 

PRELIMINARY STATEMENTS: 
 (1) The Company, the Existing Lenders, the Administrative Agent and the other entities party thereto entered into that certain Term Loan Credit Agreement, dated as of June 22, 2012 (as amended,
supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Term Loan Credit Agreement”); 
 (2) The Company has requested to amend and restate the Existing Term Loan Credit Agreement in the form of the Amended and Restated Actavis Term Loan Credit and Guaranty Agreement attached as Annex
A hereto (the “Amended ACT Term Loan Credit Agreement”); 
 (3) The amendments contemplated
by the Amended ACT Term Loan Credit Agreement require the consent of all the Lenders pursuant to Section 10.01 of the Existing Term Loan Credit Agreement; 

(4) The Consenting Lenders, the New 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 Amended ACT Term Loan Credit Agreement upon the terms and conditions set forth herein; 

(5) The Non-Consenting Lenders have not approved the requested amendments and, pursuant to Sections 3.06(b) and
10.13 of the Existing Term Loan Credit Agreement, the Company hereby notifies the Administrative Agent and each such Non-Consenting Lender that such Non-Consenting Lender must assign and delegate, all of its interests, rights and obligations
under the Existing Term Loan Credit Agreement and the related Loan Documents, including, without limitation, such Non-Consenting Lender’s Loans, to the Consenting Lenders that agree to assume such Loans and the New Lenders that shall assume
such obligations, in each case pursuant to Section 2 below; and 
 (6) In accordance with Sections
3.06(b), 10.01, 10.06 and 10.13 of the Existing Term Loan Credit Agreement, the Administrative Agent, the Consenting Lenders, the New Lenders and the Company have each agreed, subject to the terms and conditions stated
below, to the transactions described herein. 

  
 1 








 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 New Lenders
and the Company 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. Replacement of Non-Consenting Lenders. If any Existing Lender declines or fails to consent to this Amendment Agreement by returning an executed counterpart hereof to the Administrative Agent prior to 5:00 p.m. (New York City time), on
August 1, 2013, then pursuant to Sections 3.06(b) and 10.13 of the Existing Term Loan Credit Agreement, such Existing Lender shall be replaced and the Loans and other Obligations purchased and assumed by either (x) a New
Lender or (y) a Consenting Lender which is willing to increase its Loans (identified on Schedule 1 by an asterisk), in each case as evidenced by its execution and delivery of this Amendment Agreement (which will also be deemed to be its
execution and delivery of an Assignment and Assumption substantially in the form of Exhibit B to the Existing Term Loan Credit Agreement as an “Assignee” as defined therein and thereunder, agreeing in such capacity to all the terms
therein applicable to it), and effective on the Closing Date (as defined in the Amended ACT Term Loan Credit Agreement). The Administrative Agent agrees that notwithstanding the provisions of Section 10.13 of the Existing Term Loan
Credit Agreement, the Company shall not be required to pay to the Administrative Agent any assignment fee in connection with the replacement of Non-Consenting Lenders. Each Consenting Lender and each New Lender hereby agrees that, with respect to
any Assignment and Assumption entered into by such Lender on and after the effectiveness of this Amendment Agreement, each assignee thereunder shall expressly agree to be a Consenting Lender for purposes of this Amendment Agreement, and shall be
evidenced by an Assignment and Acceptance in the form attached as Annex B hereto. 
 SECTION 3.
Amendment and Restatement of the Existing Term Loan Credit Agreement. The Administrative Agent, each Consenting Lender, each New Lender and the Company hereby agree that, subject solely to satisfaction (or waiver) of the conditions precedent
set forth in Section 4.01 of the Amended ACT Term Loan Credit Agreement, the Existing Term Loan Credit Agreement is amended and restated in full as set forth in the form of Amended ACT Term Loan Credit Agreement and shall be replaced and
superseded in all respects by the terms and provisions of the Amended ACT Term Loan Credit Agreement. The Administrative Agent is directed to date and execute the Amended ACT Term Loan Credit Agreement for and on behalf of the Lenders (as defined in
the Amended ACT Term Loan Credit Agreement). The percentage of Loans held by each Lender under the Amended ACT Term Loan Credit Agreement is the percentage opposite such Lender’s name as set forth on Schedule 1 hereto, unless such amount
is adjusted from time to time prior to the Closing Date (as defined in the Amended ACT Term Loan Agreement) in accordance with Agreement and the Existing Term Loan Credit Agreement. 

SECTION 4. Conditions of Effectiveness. This Amendment Agreement and the commitment of each Consenting Lender and
New Lender, as applicable, to replace each Non-Consenting Lender pursuant to Sections 3.06(b) and 10.13 of the Existing Term Loan Credit Agreement and Section 2 of this Amendment Agreement shall become effective upon receipt by
the Administrative Agent of executed counterparts of this Amendment Agreement by a Responsible Officer of the Company and a duly authorized officer of (w) the Administrative Agent, (x) the Consenting Lenders constituting at least the
Required Lenders under the Existing Term Loan Credit Agreement, (y) each other Consenting Lender and (z) each of the New Lenders. 
 Upon such effectiveness, (i) this Amendment Agreement shall be a binding agreement between the parties hereto and their permitted assigns under the Existing Term Loan Credit Agreement, and
(ii) each party hereto agrees that their commitments and consents to this Amendment Agreement, once delivered, are irrevocable and may not be withdrawn. The Administrative Agent shall promptly notify the Company and the Lenders of the Amendment
Effective Date in writing, and such notice shall be conclusive and binding. 

  
 2 








 SECTION 5. Representations and Warranties. The Company 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 6. 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 7. Governing Law. This Amendment Agreement will be governed by, and construed in accordance with, the law
of the State of New York. 
 SECTION 8. 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 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 9. 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 

  
 3 








 
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 9(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] 

  
 4 








 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, INC.
			
		 	 By:
	 	 /s/ David Buchen

				
		 		 	 Name:
	 	 David Buchen

		 		 	 Title:
	 	Chief Legal Officer – Global and Secretary



  
 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

	
	 BANK OF AMERICA, N.A.,
 as Consenting Lender

			
		 	 By:
	 	 /s/ Robert LaPorte

				
		 		 	 Name:
	 	 Robert LaPorte

		 		 	 Title:
	 	 Vice President




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	 JPMorgan Chase Bank, N.A.
 as Consenting Lender

			
		 	 By:
	 	 /s/ Philip Mousin

				
		 		 	 Name:
	 	 Philip Mousin

		 		 	 Title:
	 	 Credit Executive




  
 Signature
Page to 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 Term Loan Amendment Agreement 








 
							
	Mizuho Bank, Ltd.,
	 as Consenting Lender

			
		 	 By:
	 	 /s/ Bertram Tang

				
		 		 	 Name:
	 	 Bertram Tang

		 		 	 Title:
	 	 Authorized Signatory




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	HSBC Bank USA, N.A.,
	 as Consenting Lender

			
		 	 By:
	 	 /s/ Robert Moravec

				
		 		 	 Name:
	 	 Robert Moravec

		 		 	 Title:
	 	 Senior Relationship Manager




  
 Signature
Page to 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 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 Term Loan Amendment Agreement 








 
							
	U.S. BANK, NATIONAL ASSOCIATION,
	 as Consenting Lender

			
		 	 By:
	 	 /s/ Michael West

				
		 		 	 Name:
	 	 Michael West

		 		 	 Title:
	 	 Vice President




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	Wells Fargo Bank, N.A.,
	 as Consenting Lender

			
		 	 By:
	 	 /s/ Monique Gasque

				
		 		 	 Name:
	 	 Monique Gasque

		 		 	 Title:
	 	 Vice President




  
 Signature
Page to 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 Term Loan Amendment Agreement 








 
							
	LLOYDS TSB BANK PLC,
	 as Consenting Lender

			
		 	 By:
	 	 /s/ Joel Slomko

				
		 		 	 Name:
	 	 Joel Slomko

		 		 	 Title:
	 	 Assistant Vice President – G088

			
		 	 By:
	 	 /s/ Dennis McClellan

				
		 		 	 Name:
	 	 Dennis McClellan

		 		 	 Title:
	 	 Assistant Vice President – M040




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	DNB BANK ASA, GRAND CAYMAN BRANCH
	 as Consenting Lender

			
		 	 By:
	 	 /s/ Kristie Li

				
		 		 	 Name:
	 	 Kristie Li

		 		 	 Title:
	 	 First Vice President

			
		 	 By:
	 	 /s/ Thomas Tangen

				
		 		 	 Name:
	 	 Thomas Tangen

		 		 	 Title:
	 	 Senior Vice President




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	SOVEREIGN BANK, N.A.
	 as Consenting Lender

			
		 	 By:
	 	 /s/ John W. Deegan

				
		 		 	 Name:
	 	 John W. Deegan

		 		 	 Title:
	 	 Senior Vice President




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
	 as Consenting Lender

			
		 	 By:
	 	 /s/ Robert Grillo

				
		 		 	 Name:
	 	 Robert Grillo

		 		 	 Title:
	 	 Director




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	ARAB BANKING CORPORATION (B.S.C.),
	 as Consenting Lender

			
		 	 By:
	 	 /s/ Gautier Strub

				
		 		 	 Name:
	 	 Gautier Strub

		 		 	 Title:
	 	 Vice President

			
		 	 By:
	 	 /s/ Lana Chervonskaya

				
		 		 	 Name:
	 	 Lana Chervonskaya

		 		 	 Title:
	 	 Vice President




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	 ATLANTIC CAPITAL BANK,
 as Consenting Lender

			
		 	 By:
	 	 /s/ J. Christopher Deisley

				
		 		 	 Name:
	 	 J. Christopher Deisley

		 		 	 Title:
	 	 Senior Vice President




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	 BANK HAPOALIM B.M.
 as Consenting Lender

			
		 	 By:
	 	 /s/ Helen H. Gateson

				
		 		 	 Name:
	 	 Helen H. Gateson

		 		 	 Title:
	 	 Vice President

			
		 	 By:
	 	 /s/ Charles McLaughlin

				
		 		 	 Name:
	 	 Charles McLaughlin

		 		 	 Title:
	 	 Senior Vice President




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	 BANK LEUMI USA,
 as Consenting Lender

			
		 	 By:
	 	 /s/ Noam Katz

				
		 		 	 Name:
	 	 Noam Katz

		 		 	 Title:
	 	 VP

			
		 	 By:
	 	 /s/ Shlomi Halevy

				
		 		 	 Name:
	 	 Shlomi Halevy

		 		 	 Title:
	 	 AVP




  
 Signature
Page to Term Loan Amendment Agreement 









							
	 BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH,

as Consenting Lender

			
		 	 By:
	 	 /s/ Shelley He

				
		 		 	 Name:
	 	 Shelley He

		 		 	 Title:
	 	 Deputy General Manager




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	 BANK OF TAIWAN, LOS ANGELES BRANCH,
 as Consenting Lender

			
		 	 By:
	 	 /s/ Chie-Shen Tsao

				
		 		 	 Name:
	 	 Chie Shen Tsao

		 		 	 Title:
	 	 AVP & DGM




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	 BankUnited NA,
 as Consenting Lender

			
		 	 By:
	 	 /s/ Charles J. Klenk

				
		 		 	 Name:
	 	 Charles J. Klenk

		 		 	 Title:
	 	 Senior Vice President




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	 Chang Hwa Commercial Bank, New York Branch,
 as Consenting Lender

			
		 	 By:
	 	 /s/ Eric Y.S. Tsai

				
		 		 	 Name:
	 	 Eric Y.S. Tsai

		 		 	 Title:
	 	 V.P. & G.M.




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	 THE CHIBA BANK, LTD., NEW YORK BRANCH,
 as Consenting Lender

			
		 	 By:
	 	 /s/ Katsunori Uematsu

				
		 		 	 Name:
	 	 Katsunori Uematsu

		 		 	 Title:
	 	 General Manager




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	 CHINATRUST COMMERCIAL BANK NEW YORK BRANCH,
 as Consenting Lender

			
		 	 By:
	 	 /s/ Ralph Wu

				
		 		 	 Name:
	 	 Ralph Wu

		 		 	 Title:
	 	 SVP & General Manager




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	 HUA NAN COMMERCIAL BANK, LTD. NEW YORK AGENCY,

as Consenting Lender

			
		 	 By:
	 	 /s/ Henry Hsieh

				
		 		 	 Name:
	 	 Henry Hsieh

		 		 	 Title:
	 	 Assistant Vice President




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	 Land Bank of Taiwan Los Angeles Branch,
 as Consenting Lender

			
		 	 By:
	 	 /s/ Henry C.R. Leu

				
		 		 	 Name:
	 	 Henry C.R. Leu

		 		 	 Title:
	 	 SVP and General Manager




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	 Manufacturers Bank,
 as Consenting Lender

			
		 	 By:
	 	 /s/ Sean Walker

				
		 		 	 Name:
	 	 Sean Walker

		 		 	 Title:
	 	 Senior Vice President




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	 Mega International Commercial Bank Co., Ltd. Los Angeles Branch,

as Consenting Lender

			
		 	 By:
	 	 /s/ Hsiao-Ho Huang

				
		 		 	 Name:
	 	 Hsiao-Ho Huang

		 		 	 Title:
	 	 SVP & GM




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	 Mega International Commercial Bank Co., Ltd. New York Branch,

as Consenting Lender

			
		 	 By:
	 	 /s/ Luke Hwang

				
		 		 	 Name:
	 	 Luke Hwang

		 		 	 Title:
	 	 VP & Deputy GM




  
 Signature
Page to Term Loan Amendment Agreement 









							
	 Mercantil Commercebank N.A.

	 as Consenting Lender

			
		 	 By:
	 	 /s/ Alejandro Garrote

				
		 		 	 Name:
	 	 Alejandro Garrote

		 		 	 Title:
	 	 Middle Market Loan Officer

			
		 	 By:
	 	 /s/ Fernando Mesia

				
		 		 	 Name:
	 	 Fernando Mesia

		 		 	 Title:
	 	 SVP Middle Market Manager




  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	METLIFE INSURANCE COMPANY OF CONNECTICUT,
	as Consenting Lender
	
	By: Metropolitan Life Insurance Company, its investment manager
			
		 	By:	 	 /s/ Matthew McInerny

				
		 		 	Name:	 	Matthew McInerny
		 		 	Title:	 	Managing Director



  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	METROPOLITAN LIFE INSURANCE COMPANY
	as Consenting Lender
			
		 	By:	 	 /s/ Matthew McInerny

				
		 		 	Name:	 	Matthew McInerny
		 		 	Title:	 	Managing Director



  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	TAIWAN COOPERATIVE BANK CO. LTD.,
	 ACTING THROUGH ITS LOS ANGELES BRANCH,
 as Consenting Lender

			
		 	By:	 	 /s/ Li-Hua Huang

				
		 		 	Name:	 	Li-Hua Huang
		 		 	Title:	 	VP & General Manager



  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	WOODFOREST NATIONAL BANK,
	as Consenting Lender
			
		 	By:	 	 /s/ Stephen Andersen

				
		 		 	Name:	 	Stephen Andersen
		 		 	Title:	 	SVP



  
 Signature
Page to Term Loan Amendment Agreement 








 
							
	CITY NATIONAL BANK, N.A.,
	as Consenting Lender
			
		 	By:	 	 /s/ Charles Hill

				
		 		 	Name:	 	Charles Hill
		 		 	Title:	 	Vice President



  
 Signature
Page to Term Loan Amendment Agreement 








 Annex A 
 to the Term Loan Amendment Agreement 
 Annex A 

[Form of Amended ACT Term Loan Credit Agreement] 
 See attached. 







 Annex B 
 to the Term Loan Amendment Agreement 
 Annex B 

[Form of Assignment and Assumption] 
 This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an]
“Assignor”) and [the][each]2
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms”) are
hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from
[the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the
respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount
and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the Credit Agreement and (ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the
Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to
[the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and,
except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 
 By accepting the Assigned Interest, the Assignee agrees that, for purposes of the Term Loan Amendment Agreement dated as of August 1, 2013 among the Borrower, the Administrative Agent, the Lenders
parties thereto, including the Assignor, it shall be a Consenting Lender and shall be bound by the terms of such Term Loan Amendment Agreement as if an original signatory thereto. 

 

	1 	 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first
bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 



	2 	 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first
bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. 



	3 	 Select as appropriate 



	4 	 Include bracketed language if there are either multiple Assignors or multiple Assignees. 



  
 B-1










							
	 1.
	  	 Assignor[s]:
	  	  
	  	
		  		  	  
	  	
				
	 2.
	  	 Assignee[s]:
	  	  
	  	
		  		  	  
	  	
		  		  	 [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

			
	 3.
	  	 Borrower:
	  	 Actavis, Inc., a Nevada corporation (f/k/a Watson Pharmaceuticals, Inc.)

		
	 4.
	  	 Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement

		
	 5.
	  	 Credit Agreement: Term Loan Credit Agreement, dated as of June 22, 2012 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time; the terms defined therein being used herein as therein defined), among Actavis, Inc., a Nevada corporation (f/k/a Watson Pharmaceuticals, Inc., the “Company”), the Lenders from time to
time party thereto, and Bank of America, N.A., as Administrative Agent

		
	 6.
	  	 Assigned Interest[s]:


  

															
	 Assignor[s]5
	  	Assignee[s]6	  	Aggregate
Amount of
Loans for all
Lenders7	 	  	Amount 
of
Loans
Assigned	 	  	Percentage
Assigned 
of
Loans8	 
		  		  	$	            	  	  	$	            	  	  	 	            	% 
		  		  	$	            	  	  	$	            	  	  	 	            	% 
		  		  	$	            	  	  	$	            	  	  	 	            	% 

  

							
		
	 [7.
	  	 Trade Date:
                    
]9


 [Signature Page Follows] 

 

	5 	 List each Assignor, as appropriate. 



	6 	 List each Assignee, as appropriate. 



	7 	 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or
prepayments made between the Trade Date and the Effective Date. 



	8 	 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. 



	9 	 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.




  
 B-2









 Effective Date:
                    , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.] 
 The terms set forth in this Assignment and Assumption are hereby agreed
to: 
  

			
	 ASSIGNOR

	
	 [NAME OF ASSIGNOR]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	 ASSIGNEE

	
	 [NAME OF ASSIGNEE]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 [Consented to and]10 Accepted: 
  

			
	BANK OF AMERICA, N.A., as Administrative Agent
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	

 [Consented to:]11 
  

			
	 ACTAVIS, INC.

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	

  

	10 	 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 



	11 	 To be added only if the consent of the Company is required by the terms of the Credit Agreement. 



  
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 ANNEX 1 
 TO ASSIGNMENT AND ASSUMPTION 
 Term Loan Credit Agreement, dated as of
June 22, 2012 among Actavis, Inc., a Nevada corporation (f/k/a Watson Pharmaceuticals, Inc.), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent 

STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT AND ASSUMPTION 
 1. Representations and
Warranties. 
 1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it
is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or
in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition
of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of their
respective obligations under any Loan Document. 
 1.2. Assignee. [The][Each] Assignee
(a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii), (v), and (vii) of the Credit Agreement (subject to such consents, if any, as may be required under
Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its
decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent
financial statements of the Company delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deems appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has independently and without reliance upon the Company, any of its Subsidiaries or Affiliates, the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) attached hereto is any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Company, any of its
Subsidiaries or Affiliates, the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

  
 B-4









 2. Payments. From and after the Effective Date, the Administrative
Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to
[the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. 
 3. General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic transmission (including “.pdf” and “.tif”) shall be effective as
delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 

  
 B-5









 Schedule 1 
 to the Term Loan Amendment Agreement 
 Schedule 1 

Percentage of Loans of Consenting Lenders and New Lenders 

 

							
	  	 	 Lender
	  	Percentage of Loans	 
	1.	 	 Bank of America, N.A.
	  	 	12.500000002	% 
			
	2.	 	 JPMorgan Chase Bank, N.A.
	  	 	10.000000000	% 
			
	3.	 	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  	 	5.111111111	% 
			
	4.	 	 Mizuho Bank, Ltd.
	  	 	5.111111111	% 
			
	*5.	 	 HSBC Bank USA, N.A.
	  	 	3.868055555	% 
			
	*6.	 	 Sumitomo Mitsui Banking Corporation
	  	 	9.444444445	% 
			
	7.	 	 The Royal Bank of Scotland plc
	  	 	2.479166667	% 
			
	8.	 	 U.S. Bank National Association
	  	 	2.222222223	% 
			
	9.	 	 Wells Fargo Bank, N.A.
	  	 	12.500000000	% 
			
	*10.	 	 TD Bank, N.A.
	  	 	4.979166667	% 
			
	*11.	 	 Lloyds TSB Bank plc
	  	 	5.619281045	% 
			
	12.	 	 DNB Bank ASA, Grand Cayman Branch
	  	 	3.145866666	% 
			
	13.	 	 Sovereign Bank, N.A.
	  	 	2.777777777	% 
			
	14.	 	 Australia and New Zealand Banking Group Limited
	  	 	3.888888889	% 
			
	15.	 	 Arab Banking Corporation (B.S.C.)
	  	 	1.169934641	% 
			
	16.	 	 Atlantic Capital Bank
	  	 	0.294117647	% 
			
	17	 	 Bank Hapoalim B.M.
	  	 	1.111111111	% 
			
	18.	 	 Bank Leumi USA
	  	 	0.833333333	% 
			
	19.	 	 Bank of Communications Co., Ltd., New York Branch
	  	 	0.833333333	% 
			
	20.	 	 Bank of Taiwan, Los Angeles Branch
	  	 	0.555555555	% 
			
	21.	 	 BankUnited NA
	  	 	0.555555556	% 


  
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	  	 	 Lender
	  	Percentage of Loans	 
	22.	 	 Chang Hwa Commercial Bank, New York Branch
	  	 	1.111111111	% 
			
	23.	 	 The Chiba Bank, Ltd., New York Branch
	  	 	0.277777777	% 
			
	24.	 	 ChinaTrust Commercial Bank New York Branch
	  	 	0.416666667	% 
			
	25.	 	 City National Bank, N.A.
	  	 	0.833333333	% 
			
	26.	 	 Hua Nan Commercial Bank, Ltd. New York Agency
	  	 	0.833333333	% 
			
	27.	 	 Land Bank of Taiwan Los Angeles Branch
	  	 	1.388888889	% 
			
	28.	 	 Manufacturers Bank
	  	 	0.555555555	% 
			
	29.	 	 Mega International Commercial Bank Co., Ltd. Los Angeles Branch
	  	 	0.555555555	% 
			
	30.	 	 Mega International Commercial Bank Co., Ltd New York Branch
	  	 	0.555555555	% 
			
	31.	 	 Mercantil Commercebank N.A.
	  	 	0.833333333	% 
			
	32.	 	 MetLife Insurance Company of Connecticut
	  	 	1.388888888	% 
			
	33.	 	 Metropolitan Life Insurance Company
	  	 	0.388888889	% 
			
	34.	 	 Taiwan Cooperative Bank Co. Ltd., acting through its Los Angeles Branch
	  	 	1.388888889	% 
			
	35.	 	 Woodforest National Bank
	  	 	0.4722222223	% 
		 		  	  
	  
	 
			
		 	 Total:
	  	 	100.000000000	% 
		 		  	  
	  
	 

  

	*	 Indicates New Lender or Consenting Lender with an increased percentage. 



  
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