Exhibit 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of February 10, 2005 (this
"Amendment"), is entered into among WATSON PHARMACEUTICALS, INC., a Nevada
corporation (the "Borrower"), the Lenders (as defined below) party hereto and
the Administrative Agent (as defined below), and amends the Credit Agreement,
dated as of May 30, 2003 (as amended, supplemented or modified from time to
time, the "Credit Agreement"), entered into among the Borrower, the financial
institutions from time to time party hereto, whether by execution of the Credit
Agreement or an Assignment and Acceptance (the "Lenders"), WACHOVIA BANK,
NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders
(in such capacity, the "Administrative Agent"), BANK OF AMERICA, N.A. and CIBC
WORLD MARKETS CORP., each in its capacity as co-syndication agent for the
Lenders (each, in such capacity, a "Syndication Agent"), and LEHMAN COMMERCIAL
PAPER, INC., in its capacity as documentation agent for the Lenders (in such
capacity, the "Documentation Agent").
Unless otherwise defined herein, the
terms defined in the Credit Agreement shall be used herein as therein defined.
PRELIMINARY STATEMENT
The Requisite Lenders and the Borrower have agreed, subject to the terms and
conditions of this Amendment, to amend the Credit Agreement as hereinafter set
forth.
STATEMENT OF AGREEMENT
SECTION 1.
Amendment to Credit Agreement.
The Credit Agreement is, effective
as of the date hereof and subject to the satisfaction of the conditions
precedent set forth in Section 2 hereof, hereby amended as follows:
(a)
The definition of "Revolving Loan
Commitment Termination Date" is amended by deleting clause (A) thereof in its
entirety and substituting therefor the following:
"(A) May 1, 2008,"
(b)
Section 3.03(b) of the Credit Agreement is
amended by deleting it in its entirety and substituting therefor the following:
"(b)
Apportionment of Payments.
(I)
SUBJECT TO THE PROVISIONS OF
SECTION 3.03(B)(II), ALL PAYMENTS OF PRINCIPAL AND INTEREST IN RESPECT OF
OUTSTANDING REVOLVING LOANS SHALL BE APPLIED BY THE ADMINISTRATIVE AGENT TO THE
RATABLE PAYMENT OF THE REVOLVING LOANS OWING TO THE LENDERS IN ACCORDANCE WITH
THEIR RESPECTIVE PRO RATA SHARES THEREOF.
(ii)
After the occurrence of an Event of
Default and while the same is continuing, the Administrative Agent shall apply
all payments and prepayments of any Obligations in the following order (without
duplication):
(A)
FIRST, TO PAY ALL PRINCIPAL OF AND INTEREST ON
ANY REVOLVING LOANS WHICH THE ADMINISTRATIVE AGENT MAY HAVE ADVANCED ON BEHALF
OF ANY LENDER PURSUANT TO SECTION 2.01(C)(II) FOR WHICH THE ADMINISTRATIVE AGENT
HAS NOT BEEN REIMBURSED BY SUCH LENDER OR THE BORROWER;
(B)
SECOND, TO PAY ALL OBLIGATIONS IN RESPECT OF
ANY FEES, EXPENSE REIMBURSEMENTS OR INDEMNITIES THEN DUE TO THE AGENTS (SOLELY
IN THEIR CAPACITY AS AGENTS);
(C)
THIRD, TO PAY ALL OBLIGATIONS IN RESPECT OF
ANY EXPENSE REIMBURSEMENTS OR INDEMNITIES THEN DUE TO ANY LENDER;
(D)
FOURTH, TO PAY ALL OBLIGATIONS CONSISTING OF
ACCRUED FEES AND INTEREST THEN DUE; AND
(E)
FIFTH, TO PAY ALL OTHER OBLIGATIONS THEN
OUTSTANDING AND DUE (INCLUDING, WITHOUT LIMITATION, ALL