Actavis plc (Form: 8-K, Received: 07/03/2014 06:01:40)

Date: July 2, 2014

ACTAVIS PLC

/s/ A. Robert D. Bailey

A. Robert D. Bailey

Chief Legal Officer and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

June 30, 2014

ACTAVIS PLC

(Exact Name of Registrant as Specified in Its Charter)

Ireland

001-13305

98-1114402

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1 Grand Canal Square, Docklands

Dublin 2, Ireland

(Address of Principal Executive Offices)

(862) 261-7000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Second Amended and Restated Actavis Capital Revolving Credit Agreement

On June 30, 2014, Actavis plc (“Actavis”), 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 (“Actavis Capital”), Actavis, Inc., Bank of America, N.A. and a syndicate of banks participating as lenders entered into an amendment agreement (the “Revolver Amendment”) to amend and restate Actavis Capital’s existing $750 million senior unsecured amended and restated revolving credit loan facility dated as of September 16, 2011, as amended by that certain Revolving Credit Amendment Agreement, dated as of August 1, 2013 (the “Existing Revolver”). The Revolver Amendment became effective in accordance with its terms on June 30, 2014.

The Revolver Amendment, among other things described below or more fully set forth in the Amended and Restated Revolver (as defined below): (i) modifies the consolidated leverage ratio financial covenant to (a) permit the consummation of the Mergers (as defined below) and (b) conform to the maximum consolidated leverage ratio financial covenant contained in Actavis Capital’s amended and restated unsecured term loan credit facility, dated March 31, 2014, (ii) permits certain intercompany restructuring transactions following the Mergers, (iii) permits the consummation of the Mergers (including assumption of any indebtedness of Forest Laboratories, Inc. (“Forest”) (other than Forest’s Existing Credit Agreement (as defined below)), (iv) updates the definition of the Foreign Account Tax Compliance Act, (v) amends the covenants to provide subsidiary guarantees, (vi) provides for a guaranty by Warner Chilcott Limited, a Bermuda company, and (vii) amends the negative covenants to include limitations on the activities of Actavis plc and certain of its subsidiaries. In addition, the Revolver Amendment will extend the maturity of the Existing Revolver by one year, to September 16, 2018 (or if such day is not a business day, the next preceding business day). The Existing Revolver, as amended by the Revolver Amendment, is referred to herein respectively as the “Amended and Restated Revolver”. The date of the consummation of the Mergers is referred to herein as the “Closing Date”.

Interest Rate and Amortization

The Amended and Restated Revolver provides that loans thereunder will bear interest, at Actavis Capital’s choice, of a per annum rate equal to either (a) a base rate, plus an applicable margin per annum varying from 0.00% per annum to 0.75% per annum depending on the Debt Rating or (b) a Eurodollar rate, plus an applicable margin varying from 0.875% per annum to 1.75% per annum depending on the Debt Rating.

The Amended and Restated Revolver will now mature on September 16, 2018 (or if such day is not a business day, the next preceding business day).

Guarantees

The Amended and Restated Revolver provides that all obligations thereunder will be jointly and severally guaranteed by (i) Actavis, (ii) Warner Chilcott Limited, (iii) Actavis, Inc. (iv) Actavis Funding SCS, and (v) any subsidiary of Warner Chilcott Limited (other than Actavis Capital) that becomes a guarantor of third party indebtedness of Actavis Capital in an aggregate principal amount exceeding $350,000,000 (unless, in the case of a foreign subsidiary, such guarantee would give rise to adverse tax consequences as reasonably determined by Actavis).

Representations, Covenants and Events of Default

The Amended and Restated Revolver contains customary representations and warranties, financial reporting covenants and other affirmative and negative covenants and events of default (the occurrence of which may trigger an acceleration of amounts outstanding under the Amended and Restated Revolver).

In addition, Actavis shall be required to comply with a quarterly total leverage maintenance covenant that is substantially similar to the covenant in the Existing Revolver.

The foregoing description is qualified in its entirety by reference to the text of (i) the Revolver Amendment, which is attached as Exhibit 10.1 hereto and incorporated herein by reference and (ii) the Amended and Restated Revolver, which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

Actavis Capital Cash Bridge and Guaranty Agreement

On June 30, 2014, Actavis Capital, Warner Chilcott Limited, Actavis, Inc., 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, Bank of America, N.A. and a syndicate of banks

participating as lenders entered into the Cash Bridge Credit and Guaranty Agreement (the “Cash Bridge Agreement”). Pursuant to the Cash Bridge Agreement, certain lenders party thereto have committed to provide term loans (“Cash Bridge Loans”) in an aggregate amount not to exceed $2.4 billion. The Cash Bridge Loans will mature on the date which is 60 days after the Closing Date. The proceeds of the Cash Bridge Loans will be used to fund the Merger. The Cash Bridge Agreement became effective in accordance with its terms on June 30, 2014.

Interest Rate and Amortization

The Cash Bridge Agreement provides that loans thereunder will bear interest, at Actavis Capital’s choice, of a per annum rate equal to either (a) a base rate, plus an applicable margin per annum varying from 0.125% per annum to 0.875% per annum depending on the Debt Rating or (b) a Eurodollar rate, plus an applicable margin varying from 1.125% per annum to 1.875% per annum depending on the Debt Rating.

The Cash Bridge Loans will mature on the date which is 60 days after the Closing Date

Guarantees

The Cash Bridge Agreement provides that all obligations thereunder will be jointly and severally guaranteed by (i) Warner Chilcott Limited, (ii) Actavis, Inc., (iii) Actavis Funding SCS and (iv) any subsidiary of Warner Chilcott Limited (other than Actavis Capital) that becomes a guarantor of third party indebtedness of Actavis Capital in an aggregate principal amount exceeding $350,000,000 (unless, in the case of a foreign subsidiary, such guarantee would give rise to adverse tax consequences as reasonably determined by Warner Chilcott Limited).

Representations, Covenants and Events of Default

The Cash Bridge Agreement contains customary representations and warranties, financial reporting covenants and other affirmative and negative covenants and events of default (the occurrence of which may trigger an acceleration of amounts outstanding under the Cash Bridge Agreement).

In addition, Actavis shall be required to comply with a quarterly total leverage maintenance covenant that is substantially similar to the covenant in the Amended and Restated Revolver.

The foregoing description is qualified in its entirety by reference to the text of the Cash Bridge Agreement, which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

Guarantor Joinders to Existing Credit Facilities

On July 1, 2014, Warner Chilcott Limited entered into a guarantee of (a) the existing senior unsecured term loan credit facility (the “Actavis Term Loan Facility”) of Actavis Capital, (b) the existing senior unsecured revolving credit facility of Actavis Capital and (c) the existing senior unsecured term loan credit facility of Warner Chilcott Finance, LLC, a Delaware limited liability company, Actavis WC 2 S.à r.l, a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, Warner Chilcott Company, LLC, a limited liability company organized under the laws of the Commonwealth of Puerto Rico, and Warner Chilcott Corporation, a Delaware limited liability company. In addition, Actavis Funding SCS entered into a guarantee of the Actavis Term Loan.

Forest Supplemental Indentures – Assumption by Merger Sub 2 and Actavis Guarantee

On July 1, 2014, Tango Merger Sub 2 LLC (“Merger Sub 2”), as successor to Forest following the completion of the Mergers (as defined below), entered into supplemental indentures (the “5.00% Forest Supplemental Indentures”) to Forest’s indenture dated as of December 10, 2013 for the issuance of Forest’s $1,200 million in aggregate principal amount of outstanding 5.00% Senior Notes due 2021 (the “5.00% Forest Notes”), among Forest and Wells Fargo Bank, National Association, as trustee.

On July 1, 2014, Merger Sub 2, as successor to Forest following the completion of the Mergers, entered into supplemental indentures (the “4.375% Forest Supplemental Indentures”) to Forest’s indenture dated as of January 31, 2014 for the issuance of Forest’s $1,050 million in aggregate principal amount of outstanding 4.375% Senior Notes due 2019 (the “4.375% Forest Notes”), among Forest and Wells Fargo Bank, National Association, as trustee.

On July 1, 2014, Merger Sub 2, as successor to Forest following the completion of the Mergers, entered into supplemental indentures (the “4.875% Forest Supplemental Indentures” and, together with the 5.00% Forest Supplemental Indentures and the 4.375% Forest Supplemental Indentures, the “Forest Supplemental Indentures”) to Forest’s indenture dated as of January 31, 2014 for the issuance of Forest’s $750 million in aggregate principal amount of outstanding 4.875% Senior Notes due 2021 (the “4.875% Forest Notes” and, together with the 5.00% Forest Notes and the 4.375% Forest Notes, the “Forest Notes”), among Forest and Wells Fargo Bank, National Association, as trustee.

The Forest Supplemental Indentures provide for the assumption by Tango Merger Sub 2 LLC (“Merger Sub 2”) of Forest’s obligations under the Forest Notes, and a full and unconditional guarantee by Actavis plc of Merger Sub 2’s obligations under the Forest Notes. Upon the execution of the Forest Supplemental Indentures, Forest’s waiver and amendment, dated June 12, 2014 to its registration rights agreements dated as of (i) December 10, 2013 providing for registration rights with respect to the 5.00% Forest Notes and (ii) January 31, 2014 providing for registration rights with respect to the 4.375% Forest Notes and the 4.875% Forest Notes, and the related supplemental indentures, became effective. The Forest Supplemental Indentures are filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, respectively, to this Current Report and are incorporated by reference as if set forth in full.

Indemnification Agreements

Effective July 1, 2014, Actavis entered into deeds of indemnification (the “Deeds of Indemnification”) with certain directors and officers of Actavis. The Deeds of Indemnification provide indemnification to such directors and officers to the fullest extent permitted by the laws of Ireland, and in accordance with Actavis’ Memorandum and Articles of Association, for all expenses actually and reasonably incurred in any action or proceeding in which the officer or director is or may be involved in by reason of the fact that he or she is or was a Actavis officer or director, on the terms and conditions set forth in the Deeds of Indemnification. Further, Actavis agrees to advance expenses incurred in defense of these proceedings, on the terms and conditions set forth in the Deeds of Indemnification. The Deeds of Indemnification also provide procedures for requesting and obtaining indemnification and advancement of expenses.

Effective July 1, 2014, Actavis W.C. Holding Inc. (“U.S. Holdco”), an indirectly wholly -owned subsidiary of Actavis, entered into indemnification agreements (the “Holdco Indemnification Agreements”) with certain directors and executive officers of Actavis. The Holdco Indemnification Agreements provide indemnification to such directors and officers to the fullest extent permitted by the General Corporation Law of Delaware, and in accordance with U.S. Holdco’s Bylaws, for all expenses actually and reasonably incurred in any action or proceeding in which the director or officer is or may be involved by reason of the fact that he or she is or was a U.S. Holdco director or officer, on the terms and conditions set forth in the Holdco Indemnification Agreements. Further, U.S. Holdco agrees to advance expenses incurred in defense of these proceedings, on the terms and conditions set forth in the Holdco Indemnification Agreements. The Holdco Indemnification Agreements also provide procedures for requesting and obtaining indemnification and advancement of expenses.

The foregoing descriptions of the Deeds of Indemnification and the Holdco Indemnification Agreements are general descriptions only and are qualified in their entirety by reference to the forms of the Deed of Indemnification and Indemnification Agreement, respectively, which are filed as Exhibits 10.4 and 10.5 hereto, respectively, and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 1, 2014, pursuant to the to the Agreement and Plan of Merger, dated February 17, 2014, by and among Actavis, Forest, Tango US Holdings Inc., a Delaware corporation (“US Holdings”), Tango Merger Sub 1 LLC, a Delaware limited liability company (“Merger Sub 1”), and Merger Sub 2 (“together with Merger Sub 1, the “Merger Subs”) (the “Merger Agreement”), Merger Sub 1 merged with and into Forest (the “First Merger”) and, immediately following the First Merger, Forest merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company (the “Second Merger,” and together with the First Merger, the “Mergers,” and Merger Sub 2, as the surviving company, the “Surviving Company”). Following the Mergers, Merger Sub 2 is an indirect wholly owned subsidiary of Actavis.

As previously disclosed, pursuant to the Merger Agreement, each holder of a share of Forest common stock issued and outstanding immediately prior to the First Merger (other than dissenting shares) had the right to elect to receive as a result of the First Merger either: (1) a combination of $26.04 in cash plus 0.3306 of an Actavis ordinary share (the “Standard Election Consideration”); (2) $86.81 in cash (the “Cash Election Consideration”); or (3) 0.4723 Actavis ordinary shares (the “Stock Election Consideration”), subject to the proration procedures set forth in the Merger Agreement (together, the “Merger Consideration”). Shares of Forest common stock with respect to which no election was made were deemed to elect the Standard Election Consideration. Forest stockholders who elected to receive the Stock Election Consideration were subject to proration to ensure that the total amount of cash paid and the total number of Actavis shares issued to Forest stockholders as a whole were equal to the total amount of cash and number of Actavis shares that would have been paid and issued if all Forest stockholders received the Standard Election Consideration.

The election deadline for the Merger Consideration was 5:00 pm New York time, June 27, 2014. Based on the final results of the Merger Consideration elections and the terms of the Merger Agreement:

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holders of approximately 72.78% of the outstanding Forest common stock, or approximately 197,607,707 shares, elected to receive the Stock Election Consideration, which, after giving effect to the prorations, entitles each holder to $25.67 in cash plus 0.3326 of an Actavis ordinary share, with fractions of an Actavis ordinary share being cashed out at $219.00 per whole share;

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holders of approximately 0.44% of the outstanding Forest common stock, or approximately 1,202,340 shares, elected to receive the Cash Election Consideration, which entitles each holder to $86.81 in cash;

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holders of approximately 13.81% of the outstanding Forest common stock, or approximately 37,487,783 shares, elected to receive the Standard Election Consideration, with fractions of an Actavis ordinary share being cashed out at $219.00 per whole share;

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holders of approximately 12.97% of the outstanding Forest common stock, or approximately 35,228,456 shares, did not make a valid election or did not deliver a valid election form prior to the election deadline and will receive the Standard Election Consideration.

The issuance of Actavis ordinary shares in connection with the Mergers was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Actavis’ registration statement on Form S-4 (File No. 333-194781) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) and declared effective on May 2, 2014. The definitive joint proxy statement/prospectus of Actavis, dated May 2, 2014, that forms a part of the Registration Statement contains additional information about the Mergers and the other transactions contemplated by the Merger Agreement, including a description of the treatment of equity awards and information concerning the interests of directors, executive officers and affiliates of Actavis and Forest in the Mergers.

Prior to the Mergers, Forest’s common stock was registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and listed on the New York Stock Exchange (the “NYSE”). Forest common stock was suspended from trading and delisted from the NYSE prior to the open of trading on July 1, 2014. Forest expects to file a Form 15 with the SEC to terminate the registration under the Exchange Act of the Forest common stock.

The foregoing description of the Merger Agreement and the Mergers does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement filed as Exhibit 2.1 to Actavis’ current report filed on Form 8-K dated as of February 18, 2014, and incorporated herein by reference.

Actavis’ news release announcing the final results of the Merger Consideration elections is furnished as Exhibit 99.3 to this Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.03. Material Modification to Rights of Security Holders.

In connection with the Mergers, on July 1, 2014, each issued and outstanding share of Forest common stock was converted into the right to receive, at the election of the holder thereof and subject to proration and adjustment procedures, (i) the Standard Election Consideration, which is 0.3306 of an Actavis ordinary share and $26.04 in cash, without interest, (ii) the Stock Election Consideration, which is 0.4723 of an Actavis ordinary share or (iii) the Cash Election Consideration, which is $86.81 in cash, without interest, in exchange for such share of Forest common stock. The proration and adjustment procedures are set forth in the Merger Agreement and described in the Joint Proxy Statement/Prospectus (as defined below). The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

The issuance of Actavis ordinary shares in connection with the Mergers was registered under the Securities Act, pursuant to the Registration Statement filed with the SEC and declared effective on May 2, 2014. The definitive joint proxy statement/prospectus of Actavis, dated May 2, 2014, that forms a part of the Registration Statement (the “Joint Proxy Statement/Prospectus”) contains additional information about the Mergers and the other transactions contemplated by the Merger Agreement, including information concerning the interests of directors, executive officers and affiliates of Actavis and Forest in the Mergers.

Actavis’ ordinary shares and Forest’s common stock were registered pursuant to Section 12(b) of the Exchange Act and listed on the NYSE. Forest common stock was suspended from trading prior to the open of trading on July 1, 2014. Forest expects to file a Form 15 with the SEC to terminate the registration under the Exchange Act of the Forest common stock.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (d) As previously announced, Sigurdur Olafsson has elected to leave Actavis in connection with the Forest transaction. On June 30, 2014, Actavis relieved Mr. Olafsson of his duties as a director and as President, Actavis Pharma, and in connection therewith, Mr. Olafsson resigned from his roles at Actavis. Mr. Olafsson’s resignation was not the result of any disagreement with Actavis, its management or the board of directors (the “board”). Pursuant to the terms of the retention letter agreement entered into between Mr. Olafsson and Actavis, Mr. Olafsson is entitled to certain retention bonus payments as disclosed in the Current Report on Form 8-K filed by Actavis on May 22, 2014.

Effective immediately following the Merger, the board has appointed Brenton L. Saunders, Christopher J. Coughlin and Nesli Basgoz, M.D. to serve as members of the board until the 2015 annual meeting of Actavis shareholders or such director’s earlier resignation, removal or death. Messrs. Saunders and Coughlin and Dr. Basgoz were appointed pursuant to the terms of the Merger Agreement, which required Actavis to take action necessary to cause Mr. Saunders and two other Forest directors to become members of the Actavis board immediately after the Merger. As an executive officer of Actavis, Mr. Saunders will not serve on any of the board’s committees. The board expects to appoint each of Mr. Coughlin and Dr. Basgoz to committees of the board at its next regularly scheduled meeting.

Mr. Saunders, 44, has been the President and Chief Executive Officer of Forest since October 2013 and a member of the board of directors of Forest since 2011. Previously, Mr. Saunders served as Chief Executive Officer and as a board member of Bausch + Lomb Incorporated from March 2010 until August 2013, and as a senior executive with Schering-Plough from 2003 to 2010, most recently as President of Global Consumer Health Care. He also served as Head of Integration for both Schering-Plough’s merger with Merck & Co. and for its $16 billion acquisition of Organon BioSciences. Before joining Schering-Plough, Mr. Saunders was a Partner and Head of the Compliance Business Advisory Group at PricewaterhouseCoopers LLP from 2000 to 2003. Prior to that, he was Chief Risk Officer at Coventry Health Care between 1998 and 1999 and a co-founder of the Health Care Compliance Association in 1995. Mr. Saunders began his career as Chief Compliance Officer for the Thomas Jefferson University Health System. In addition to the Bausch + Lomb board, he serves on the boards of ElectroCore LLC and the Overlook Hospital Foundation. He is also the former Chairman of the New York chapter of the American Heart Association. He is also a member of the Board of Trustees of the University of Pittsburgh. He received a B.A. from the University of Pittsburgh, an M.B.A. from Temple University School of Business, and a J.D. from Temple University School of Law.

Mr. Coughlin, 60, served as an advisor to Tyco International from 2010 until September 30, 2012. He was Executive Vice President and Chief Financial Officer of Tyco International from 2005 to 2010. During his tenure, he played a central role in the separation of Tyco into five independent, public companies and provided financial leadership surrounding major transactions, including the $2 billion acquisition of Broadview Security, among many other responsibilities and accomplishments. Prior to joining Tyco, he worked as the Chief Operating Officer of the Interpublic Group of Companies from June 2003 to December 2004, as Chief Financial Officer from August 2003 to June 2004 and as a director from July 2003 to July 2004. Previously, Mr. Coughlin was Executive Vice President and Chief Financial Officer of Pharmacia Corporation from 1998 until its acquisition by Pfizer in 2003. Prior to that, he was Executive Vice President of Nabisco Holdings and President of Nabisco International. From 1981 to 1996 he held various positions, including Chief Financial Officer, at Sterling Drug. Mr. Coughlin is currently serving as the lead independent director on the board of Dun & Bradstreet, where he is a former member of the Audit Committee, chairs the Board Affairs Committee, and is a member of the Compensation and Benefits Committee. He also serves on the board of Covidien plc, where he is Chair of the Compliance Committee and a member of its Transaction Committee. In addition, Mr. Coughlin previously served on the boards of the Interpublic Group of Companies, Monsanto Company and Perrigo Company. Mr. Coughlin has a B.S. in accounting from Boston College.

Dr. Basgoz, 55, is the Associate Chief for Clinical Affairs, Division of Infectious Diseases at Massachusetts General Hospital (MGH) and serves on the hospital’s Board of Trustees. In addition, Dr. Basgoz is an Associate Professor of Medicine at Harvard Medical School. Previously, she served as Clinical Director in the Infectious Diseases Division of MGH for six years. Dr. Basgoz earned her M.D. Degree and completed her residency in internal medicine at Northwestern University Medical School. She also completed a fellowship in the Infectious Diseases Division at the University of California at San Francisco. She is board certified in both infectious diseases and internal medicine.

Effectively immediately following the Merger, Mr. Saunders has entered into an employment agreement with Actavis, Inc., a wholly-owned subsidiary of Actavis, the terms of which are described in further detail below.

Mr. Coughlin and Dr. Basgoz will receive compensation as non-employee directors of the Actavis board in accordance with the terms of Actavis’ director compensation program, the terms of which were previously disclosed in the Actavis Definitive Proxy Statement on Schedule 14A filed with the SEC on March 28, 2014, as revised by material filed with the SEC on Schedule 14A on April 11, 2014.

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Paul Bisaro, former Chairman and Chief Executive Officer of Actavis, became Executive Chairman of Actavis and its subsidiaries (“Actavis Group”) and remained a member of the Board.

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Brenton Saunders, former CEO and President of Forest, became CEO and President of Actavis Group, and a member of the Board.

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Robert Stewart, former President, Actavis Global Operations, became Chief Operating Officer.

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William Meury, former Executive Vice President, Sales and Marketing, of Forest, became Executive Vice President Commercial, North American Brands.

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David Buchen, former Chief Legal Officer of Actavis, became Executive Vice President Commercial, North American Generics and International.

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R. Todd Joyce retained his position as Chief Financial Officer.

Actavis previously disclosed the biographical information for each of the foregoing officers in the Current Report on Form 8-K filed with the SEC on May 22, 2014. Pursuant to the terms of the Merger Agreement, Actavis agreed to provide continuing Forest employees with compensation and employee benefits on terms no less favorable than similarly situated employees at Forest.

(e)

Employment Agreements with Paul M. Bisaro and Brenton L. Saunders

In connection with the Merger, Actavis, Inc., a wholly-owned subsidiary of Actavis, entered into employment agreements with Brenton Saunders and Paul Bisaro (the “Executives”) effective July 1, 2014 (the “Employment Agreements”). Under the Employment Agreements, Mr. Saunders will serve as President and Chief Executive Officer of Actavis Group, and Mr. Bisaro will serve as Executive Chairman of Actavis Group. Additionally, during the term of the Employment Agreements, which expire on December 31, 2019, unless terminated earlier, each Executive will be nominated for election as a director of Actavis. Mr. Saunders’ Employment Agreement supersedes the employment agreement between Forest and Mr. Saunders, which was previously entered into on October 1, 2013, and Mr. Bisaro’s Employment Agreement supersedes the employment agreement which was previously entered into between Watson Pharmaceuticals, Inc. and Mr. Bisaro as of November 12, 2012.

Under the Employment Agreements, Mr. Saunders and Mr. Bisaro each will (i) receive an annual base salary of $1,000,000 and $750,000, respectively, subject to periodic review by the Compensation Committee of the board beginning in fiscal year 2015; (ii) be eligible to receive annual cash incentive compensation payments with a target award opportunity of 150% and 140%, respectively, of each Executive’s respective base salary, a threshold award opportunity of 0% of the target award opportunity, and a maximum award opportunity of 225% of the target award opportunity, which in each case will be payable based upon the attainment of corporate financial targets and broad strategic initiatives established by the Compensation Committee; (iii) receive an equity grant consisting of (A) performance-based restricted stock units, which will have an aggregate grant date fair value of $25,650,000 and $19,125,000, respectively, and (B) options to purchase ordinary shares of Actavis, par value $0.0001 per share, having an aggregate grant date fair value of $8,550,000 and $6,375,000, respectively; and (iv) receive merger success awards with target values of $15,000,000 and $10,500,000, respectively, and the opportunity to earn up to a maximum of 200% of the target award (see “Merger Success Awards” below). In addition, the Executives will be entitled to (i) financial and tax planning services; (ii) an automobile and a driver; (iii) an annual $110,000 private air transportation allowance for personal use; (iv) up to five weeks of vacation annually; and (v) any other benefits and perquisites made available to other senior executives.

Under Mr. Saunders’ Employment Agreement, if Mr. Saunders’ employment is terminated without “cause” or Mr. Saunders resigns for “good reason” (as defined in the Employment Agreements) at any time between July 1, 2014 and July 1, 2017, subject to Mr. Saunders’ execution, delivery, and non-revocation of a general release of claims within 60 days of his termination and his continued compliance with the covenants set forth in the Employment Agreements, and provided that the benefits received shall not be less than the severance benefits Mr. Saunders would have received pursuant to his previous agreement if his employment had been terminated on July 1, 2014, Mr. Saunders will be entitled to the following payments and benefits:

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the amount of any accrued compensation obligations to Mr. Saunders through the termination date, consisting of unpaid base salary, a pro-rated “highest annual bonus” (as defined in employment agreement between Forest Laboratories, Inc. and Mr. Saunders), and other accrued compensation through the termination date;

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a lump-sum payment in an amount equal to three times the sum of Mr. Saunders’ then-current annual base salary and highest annual bonus;

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subsidized healthcare continuation coverage for Mr. Saunders and his eligible dependents for 36 months after his termination date, or longer if so provided by the terms of the applicable plan, program, practice or policy; and

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reasonable outplacement benefits until no later than Actavis’ second taxable year following the taxable year in which Mr. Saunders terminates.

If either Executive’s employment is terminated without cause or he resigns for good reason, at any time after July 1, 2017 and until the end of the agreement term for Mr. Saunders, or at any time after July 1, 2014 and until the end of the agreement term for Mr. Bisaro, then subject to the same general release and compliance with applicable covenants requirements, the Executive will be entitled to the following payments and benefits:

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the amount of any accrued compensation obligations through the termination date (including a pro-rated bonus for Mr. Bisaro);

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a lump-sum payment in an amount equal to two times the sum of the Executive’s then-current base salary and target bonus amount;

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subsidized healthcare continuation coverage for the Executive and his eligible dependents for up to 24 months after his termination date; and

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all Actavis equity awards held at the time of the termination will be treated in accordance with the terms set forth in the applicable award agreements.

In the event the Executive’s employment is terminated without cause or resigns for good reason at any time after July 1, 2017 and until the end of the agreement term for Mr. Saunders, or at any time after July 1, 2014 and until the end of the agreement term for Mr. Bisaro, and if the termination occurs within 90 days prior to or 12 months following a “change of control” (as defined in the Employment Agreements), then subject to the same general release and compliance with applicable covenants requirements, the Executive will be entitled to the same payments and benefits as in the non-change in control context, except that (i) the lump-sum cash payment will instead equal three times the sum of the Executive’s then-current base salary and target bonus amount; and (ii) subsidized healthcare continuation coverage for the Executive and his eligible dependents will be provided for up to 36 months. To the extent that any payment or benefit received in connection with a change in control would be subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, such payments and/or benefits will be subject to a “best pay cap” reduction if such reduction would result in a greater net after-tax benefit to the Executive than receiving the full amount of such payments.

At least three (3) months prior to the expiration of the agreement, the Executive and Actavis, Inc. shall notify the other of the intention to extend the agreement, and any proposed changes to the terms and conditions contained in the agreement. If the Executive and Actavis, Inc. intend to extend the agreement, or enter into a new employment agreement, but have not done so prior to the expiration of the agreement, the Executive will continue to be employed on the same terms until the agreement is extended, a new employment agreement is entered into, or written notice of termination of the Executive is provided by the Executive or Actavis, Inc. If Actavis, Inc. elects not to continue the Executive’s employment following the expiration of the agreement on the same terms as specified in the agreement or mutually agreeable terms, the Executive is entitled to: (i) earned but unpaid amounts, (ii) all unreimbursed expenses, (iii) a prorated bonus, and (iv) the severance payable to the Executive under the agreement if the Executive’s employment had terminated without cause or the Executive resigned for good reason at any time after July 1, 2017 and until the end of the agreement term for Mr. Saunders, or at any time after July 1, 2014 and until the end of the agreement term for Mr. Bisaro, outside of the change of control context. If the Executive elects to retire following the expiration of the agreement, does not elect to enter into a new employment agreement, or extends the agreement for less than three (3) years, the Executive will be entitled to all earned but unpaid amounts, all unreimbursed expenses and a prorated bonus. If Actavis, Inc. elects not to continue the Executive’s employment after the expiration of the agreement, any unvested equity granted prior to the Executive’s termination will continue to vest provided the Executive signs a general release and complies with applicable covenants.

In the event Mr. Bisaro ceases to serve as Executive Chairman and instead becomes a non-employee director during the performance period of the performance-based restricted stock units granted as part of the Merger Success Awards, Mr. Bisaro and the Compensation Committee of the board will determine in good faith a reduced number of the following awards that will continue to vest: (a) Merger Success Awards, (b) the options and restricted stock awards granted in March 2014 under Mr. Bisaro’s prior employment agreement and (c) the options and Closing Date PSUs described under “Equity Awards” below.

The Employment Agreements provide that each Executive will be subject to limitations on soliciting or interfering with Actavis’ employees, customers, suppliers, licensees, or other business associates for a one-year period following the Executive’s termination of employment. The Executive will be restricted from competing with Actavis for a one-year period following any termination that entitles the Executive to severance under his Employment Agreement (or any termination which does not entitle the Executive to severance under his Employment Agreement, provided Actavis elects to provide the Executive with a payment equal to the sum of the Executive’s then-current base salary and target bonus). Additionally, for the 24 months following the Executive’s termination of employment, the Executive must comply with specified non-disparagement and cooperation covenants. Under the Employment Agreements, Actavis, Inc. will reimburse each Executive for up to $15,000 in legal fees and expenses incurred in connection with the negotiation and preparation of the Executive’s Employment Agreement.

The foregoing summary of the Employment Agreements does not purport to be complete and is subject to and qualified in its entirety by reference to the terms and conditions of the Employment Agreements, which are attached hereto as Exhibits 10.6 and 10.7, and are incorporated by reference herein.

Merger Success Awards

In connection with the Merger, the compensation committee of the Actavis board approved the grant of Merger Success Awards to certain executives, including Messrs. Saunders, Bisaro, Stewart, Meury, Buchen and Joyce, to be settled in cash or Actavis ordinary shares of an equivalent fair market value, at the discretion of the compensation committee, based on the achievement of pre-established synergy cost savings and total shareholder return (relative to a pre-established peer group) goals during the performance period, which commences on the closing date of the Merger and continues through December 31, 2017. The Merger Success Awards granted upon the closing of the Merger were expressed in U.S. dollar value, with target award values as follows: Mr. Saunders ($15,000,000); Mr. Bisaro ($10,500,000); and each of Messrs. Stewart, Meury, Buchen and Joyce ($5,000,000), and the opportunity to earn up to a maximum of 200% of the respective officer’s target award.

Equity Plans

In connection with the Merger, Actavis assumed all outstanding Forest equity awards (the “Legacy Forest Awards”) and their corresponding equity award plans.

Forest Plan Amendment and Form of PRSU Agreement

Effective immediately following the consummation of the Merger, Merger Sub 2, as successor to Forest, amended the Forest Laboratories, Inc. 2007 Equity Incentive Plan (as amended August 15, 2013) (the “Forest Plan”). The amended plan includes the following changes:

•

A committee of at least two members of the Actavis board who qualify as outside directors will administer the Forest Plan, except in the case of awards granted to outside directors, in which case the Actavis board will administer the Forest Plan;

•

For awards granted on or after July 1, 2014 (the closing date of the Merger), or which become effective on or after such date, the awards will become fully vested and immediately exercisable if the grantee incurs a “qualified termination” (as defined in the Forest Plan) within two years following a change in control (rather than three years);

•

The definition of a “change in control” was conformed to the definition contained in Paul Bisaro and Brent Saunders’ employment agreements; and

•

The definition of a “qualified substitute award” was amended so that the qualified substitute award will become fully vested if the grantee of the award incurs a qualified termination within two years following the grant of the qualified substitute award (rather than three years).

Amended and Restated 2013 Incentive Award Plan of Actavis plc

Effective as of the consummation of the Merger, the compensation committee of the Actavis board adopted the Amended and Restated 2013 Incentive Award Plan of Actavis plc (the “Amended and Restated Actavis Plan”), subject to the approval of Actavis shareholders within twelve (12) months after the board’s adoption of such plan.

Under the Amended and Restated Actavis Plan, the aggregate number of ordinary shares available for issuance will be reduced by (i) 2.45 shares for each ordinary share delivered in settlement of any full value Legacy Forest Award and (ii) 1.0 ordinary shares for each share delivered in settlement of any Legacy Forest Award comprised of an option, stock appreciation right or dividend equivalent award (with “full value award” referring to any award other than an option, stock appreciation right or dividend equivalent right). In the event of any cancellation, termination, expiration or forfeiture of any full value Legacy Forest Award, any shares subject to such award at such time will be made available for future grants under the Amended and Restated Actavis Plan on the basis of 2.45 shares for each share subject to such full value award.

All awards other than Legacy Forest Awards are unaffected, and continue to reduce the number of shares available for awards under the Amended and Restated Actavis Plan by one share for each share issued or issuable, regardless of the award type.

As with the amended Forest Plan, the definition of a “change in control” in the Amended and Restated Actavis Plan was conformed to the definition contained in Messrs. Bisaro and Saunders’ employment agreements.

In addition to the foregoing changes, the Amended and Restated Actavis Plan provides for grants of “other cash-based awards” (as defined therein), which authorizes the compensation committee of the board to grant the Merger Success Awards described above and other cash-based awards, subject to shareholder approval of the Amended and Restated Actavis Plan. If shareholder approval is not obtained within twelve (12) months after the Actavis board’s adoption of the Amended and Restated Actavis Plan, all such Merger Success Awards will become null and void. The maximum value of any other cash-based award to a Section 162(m) participant for any fiscal year is $50,000,000.

Other changes made to the Amended and Restated Actavis Plan and to the Actavis forms of performance vesting restricted stock unit award and option agreements were intended to conform the qualified termination, change in control and qualified substitute award provisions to those of the Forest Plan and Amended and Restated Actavis Plan.

Equity Awards

In recognition of certain executives’ contributions to ensuring the success of the Merger and as a retention and performance incentive, certain performance-based awards (“Closing Date PSUs”) are being granted to continuing Actavis executives under the Amended and Restated Actavis Plan and to legacy Forest executives under the Forest Plan, effective on the closing date of the Merger. The Closing Date PSUs will vest as to one-third of the total grant on each of December 31, 2017, 2018 and 2019, subject to the achievement by Actavis of certain performance criteria tied to the compound annual growth rate in the company’s adjusted share price over the performance period, which begins on July 1, 2014 and ends on September 1, 2017, except that, in order to protect executives from share price volatility in the final year of the performance period, the performance period for a portion of the award will be deemed to end (and the performance criteria will be deemed satisfied) on each of March 1 and June 1, 2017 if the adjusted share price exceeds the target share price on such dates. Each Closing Date PSU represents the right to receive ordinary shares in an amount equal to the product obtained by multiplying the applicable performance multiple (ranging from 10% to 300%) by the target number of shares underlying the Closing Date PSU grant. Target award values for the Closing Date PSUs granted to the aforementioned officers were as follows: Mr. Saunders ($25,650,000), Mr. Bisaro ($19,125,000), Mr. Stewart ($6,300,000), Mr. Buchen ($5,400,000), Mr. Meury ($4,725,000) and Mr. Joyce ($4,162,500).

In connection with the closing of the Merger, the compensation committee of the board also awarded option grants to each of the following officers, expressed in U.S. dollar value, with the number of options to be determined based on the Black-Scholes value of an option on June 30, 2014: Mr. Saunders ($8,550,000), Mr. Bisaro ($6,375,000), Mr. Stewart ($2,100,000), Mr. Buchen ($1,800,000), Mr. Meury ($1,575,000) and Mr. Joyce ($1,387,500). The options will vest in five equal annual installments commencing on the first anniversary of the grant date.

Item 7.01. Regulation FD Disclosure.

Actavis’ news release announcing the completion of the Mergers is furnished as Exhibit 99.1 to this Form 8-K.

The information in the news release shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired

The audited consolidated balance sheets of Forest and its subsidiaries as of March 31, 2014 and March 31, 2013, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years ended March 31, 2014, March 31, 2013 and March 31, 2012, the Notes to Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are filed as Exhibit 99.4 to this Current Report on Form 8-K and are incorporated by reference herein.

The unaudited interim consolidated financial statements of Forest and its subsidiaries as of December 31, 2013 and March 31, 2013 and for the three months and nine months ended December 31, 2013 and December 31, 2012 and the consolidated financial statements of Aptalis Holdings, Inc. (“Aptalis”) and its subsidiaries as of September 30, 2013 and 2012 and for the year ended September 30, 2013, and the unaudited interim consolidated balance sheets of Aptalis and its subsidiaries as of December 31, 2013 and December 31, 2012 and for the three months ended December 31, 2013 and December 31, 2012, were in each case previously included in the Current Report on Form 8-K filed by Actavis on March 25, 2014. Accordingly, no additional financial statements are required to be included herein.

(b)	Pro Forma Financial Information

The pro forma financial information of Actavis that is required by this Item is substantially the same as the pro forma information that was included in the Current Report on Form 8-K filed by Actavis on June 10, 2014. Accordingly, no additional pro forma information of Actavis is required to be included herein.

(d)

Exhibits:


Exhibit No.		Description

2.1		Merger Agreement, dated February 17, 2014, by and among Actavis plc, Forest Laboratories, Inc., Tango US Holdings Inc., Tango Merger Sub 1 LLC and Tango Merger Sub 2 LLC (incorporated by reference to Exhibit 2.1 of Actavis plc’s February 17, 2014 Current Report on Form 8-K).

4.1		Second Supplemental Indenture, between Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014.

4.2		Second Supplemental Indenture, between Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014.

4.3		Second Supplemental Indenture, between Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014.


Exhibit No.		Description

4.4		Third Supplemental Indenture, among Actavis plc, Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014.

4.5		Third Supplemental Indenture, among Actavis plc, Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014.

4.6		Third Supplemental Indenture, among Actavis plc, Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014.

10.1		Second Amendment Agreement, by and among Actavis Capital S.à r.l., Actavis, Inc., Actavis plc, Bank of America, N.A., as Administrative Agent, and the lenders party thereto, dated as of June 30, 2014.

10.2		Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, by and among Actavis plc, Warner Chilcott Limited, Actavis Capital S.à r.l., Actavis, Inc., Actavis Funding SCS, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, dated as of June 30, 2014.

10.3		Cash Bridge Credit and Guaranty Agreement, by and among Warner Chilcott Limited, Actavis Capital S.à r.l., Actavis, Inc., Actavis Funding SCS, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, dated as of June 30, 2014.

10.4		Form of Deed of Indemnification, Actavis plc.

10.5		Form of Indemnification Agreement, Actavis W.C. Holding Inc.

10.6		Employment Agreement between Actavis, Inc. and Paul M. Bisano, dated June 30, 2014.

10.7		Employment Agreement between Actavis, Inc. and Brenton L. Saunders, dated June 30, 2014.

23.1		Consent of BDO USA, LLP.

99.1		Press Release issued by Actavis plc on July 1, 2014.

99.2		Press Release issued by Actavis plc on July 1, 2014.

99.3		Press release issued by Actavis plc on July 2, 2014.

99.4		Audited consolidated balance sheets of Forest Laboratories, Inc. as of March 31, 2014 and March 31, 2013, consolidated statements of operations and comprehensive income (loss) and statements of stockholders’ equity of Forest Laboratories, Inc. for the years ended March 31, 2014, March 31, 2013 and March 31, 2012 and consolidated statements of cash flows of Forest Laboratories, Inc. for the years ended March 31, 2014, March 31, 2013 and March 31, 2012, together with the notes thereto, and Schedule II (incorporated by reference to the Annual Report on Form 10-K filed by Forest Laboratories, Inc. (SEC File No. 001-05438) on May 30, 2014).

FORWARD-LOOKING STATEMENTS

Statements contained in this communication that refer to Actavis’ estimated or anticipated future results, including estimated synergies, or other non-historical facts are forward-looking statements that reflect Actavis’ current perspective of existing trends and information as of the date of this communication. Forward looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “should,” “estimate,” “expect,” “forecast,” “outlook,” “guidance,” “intend,” “may,” “might,” “will,” “possible,” “potential,” “predict,” “project,” or other similar words, phrases or expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the Forest acquisition, including future financial and operating results, and Actavis’ plans, objectives, expectations and intentions. It is important to note that Actavis’ goals and expectations are not predictions of actual performance. Actual results may differ materially from Actavis’ current expectations depending upon a number of factors affecting Actavis’ business and risks associated with acquisition transactions. These factors include, among others, the inherent uncertainty associated with financial projections; the ability to successfully integrate strategic transactions, including the Forest acquisition and the ability to recognize the anticipated synergies and benefits of the Forest acquisition; the failure of the proposed transaction to close for any other reason; the anticipated size of the markets and continued demand for Actavis’ products, and the ability to successfully manage transitions to new products and markets; the impact of competitive products and pricing; access to available financing on a timely basis and on reasonable terms; the risks of fluctuations in foreign currency exchange rates; the risks and uncertainties normally incident to the pharmaceutical industry, including product liability claims and the availability of product liability insurance on reasonable terms; the difficulty of predicting the timing or outcome of pending or future litigation or government investigations; periodic dependence on a small number of products for a material source of net revenue or income; variability of trade buying patterns; changes in generally accepted accounting principles; risks that the carrying values of assets may be negatively impacted by future events and circumstances; the timing and success of product launches; the difficulty of predicting the timing or outcome of product development efforts and regulatory agency approvals or actions, if any; market acceptance of and continued demand for Actavis’ products, including products acquired as part of the Forest acquisition; costs and efforts to defend or enforce intellectual property rights; difficulties or delays in manufacturing; the availability and pricing of third party sourced products

and materials; successful compliance with governmental regulations applicable to Actavis’ facilities, products and/or businesses; changes in the laws and regulations affecting, among other things, pricing and reimbursement of pharmaceutical products; changes in tax laws or interpretations that could increase Actavis’ consolidated tax liabilities; the loss of key senior management or scientific staff; and such other risks and uncertainties detailed in Actavis’ periodic public filings with the Securities and Exchange Commission, including but not limited to Actavis plc’s Annual Report on Form 10-K for the year ended December 31, 2013, Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 and Current Report on Form 8-K filed on May 20, 2014 and from time to time in Actavis’ other investor communications, and in Forest Laboratories, Inc.’s Annual Report on Form 10-K for the year ended March 31, 2014. Except as expressly required by law, Actavis disclaims any intent or obligation to update or revise these forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX



Exhibit No.		Description

2.1		Merger Agreement, dated February 17, 2014, by and among Actavis plc, Forest Laboratories, Inc., Tango US Holdings Inc., Tango Merger Sub 1 LLC and Tango Merger Sub 2 LLC (incorporated by reference to Exhibit 2.1 of Actavis plc’s February 17, 2014 Current Report on Form 8-K).

4.1		Second Supplemental Indenture, between Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014.

4.2		Second Supplemental Indenture, between Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014.

4.3		Second Supplemental Indenture, between Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014.

4.4		Third Supplemental Indenture, among Actavis plc, Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014.

4.5		Third Supplemental Indenture, among Actavis plc, Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014.

4.6		Third Supplemental Indenture, among Actavis plc, Tango Merger Sub 2 LLC and Wells Fargo Bank, National Association, as trustee, dated July 1, 2014.

10.1		Second Amendment Agreement, by and among Actavis Capital S.à r.l., Actavis, Inc., Actavis plc, Bank of America, N.A., as Administrative Agent, and the lenders party thereto, dated as of June 30, 2014.

10.2		Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, by and among Actavis plc, Warner Chilcott Limited, Actavis Capital S.à r.l., Actavis, Inc., Actavis Funding SCS, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, dated as of June 30, 2014.

10.3		Cash Bridge Credit and Guaranty Agreement, by and among Warner Chilcott Limited, Actavis Capital S.à r.l., Actavis, Inc., Actavis Funding SCS, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, dated as of June 30, 2014.

10.4		Form of Deed of Indemnification, Actavis plc.

10.5		Form of Indemnification Agreement, Actavis W.C. Holding Inc.

10.6		Employment Agreement between Actavis, Inc. and Paul M. Bisano, dated June 30, 2014.

10.7		Employment Agreement between Actavis, Inc. and Brenton L. Saunders, dated June 30, 2014.

23.1		Consent of BDO USA, LLP.

99.1		Press Release issued by Actavis plc on July 1, 2014.

99.2		Press Release issued by Actavis plc on July 1, 2014.

99.3		Press release issued by Actavis plc on July 2, 2014.

99.4		Audited consolidated balance sheets of Forest Laboratories, Inc. as of March 31, 2014 and March 31, 2013, consolidated statements of operations and comprehensive income (loss) and statements of stockholders’ equity of Forest Laboratories, Inc. for the years ended March 31, 2014, March 31, 2013 and March 31, 2012 and consolidated statements of cash flows of Forest Laboratories, Inc. for the years ended March 31, 2014, March 31, 2013 and March 31, 2012, together with the notes thereto, and Schedule II (incorporated by reference to the Annual Report on Form 10-K filed by Forest Laboratories, Inc. (SEC File No. 001-05438) on May 30, 2014).

Exhibit 4.1

Execution Version

SECOND SUPPLEMENTAL INDENTURE

This Second Supplemental Indenture, dated as of July 1, 2014 (this “ Supplemental Indenture ”), among Tango Merger Sub 2 LLC, a Delaware limited liability company (the “ Company ”), as successor in interest to Forest Laboratories, Inc., a Delaware corporation (“ Forest Labs ”), and Wells Fargo Bank, National Association, as Trustee (the “ Trustee ”) under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, Forest Labs and the Trustee have heretofore executed and delivered an indenture dated as of December 10, 2013 (the “ Indenture ”), providing for the issuance of 5.00% Senior Notes due 2021 of Forest Labs (the “ Notes ”);

WHEREAS, on February 17, 2014, Actavis plc, an Irish public limited company (“ Parent ”), entered into a merger agreement (the “ Merger Agreement ”), by and among Parent, the Company, Forest Labs and various other subsidiaries of Parent, pursuant to which, Parent will indirectly acquire the equity interests of Forest Labs by way of a merger of Forest Labs with and into the Company, with the Company being the surviving entity and continuing its existence under Delaware law;

WHEREAS, Section 5.01 (Consolidation, Merger and Conveyance, Transfer and Lease of Assets) of the Indenture provides, among other things, that Forest Labs will not be prevented from merging with or into the Company; provided that, among other things, the Company expressly assumes all of the obligations of Forest Labs with respect to the Notes and the Indenture and the Notes pursuant to a supplemental indenture; and

WHEREAS, pursuant to Section 9.01(a) (Without Consent of Holders) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture which evidences the assumption by the Company of the obligations under the Indenture and Notes of Forest Labs.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE I

SECTION 1.1. Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, and that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf or for the benefit of such Holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

SECTION 2.1. Assumption by the Company and Agreement to be Bound . In accordance with Section 5.01 and Section 9.01 of the Indenture, the Company hereby expressly assumes all of the obligations of Forest Labs under the Indenture and the Notes. The Company shall succeed to and be bound by all covenants, agreements, representations, warranties and acknowledgments attributable to Forest Labs and may exercise every right and power of Forest Labs under the Indenture and the Notes.

ARTICLE III

SECTION 3.1. Notices . All notices and other communications to the Company shall be given as provided in the Indenture to the Company, at the address set forth below.

Actavis plc

Morris Corporate Center III

400 Interpace Parkway

Parsippany, New Jersey 07054

Attention: Stephen Kaufhold, Senior Vice President, Treasurer

SECTION 3.2. Parties . Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3. Governing Law . This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 3.4. Severability Clause . In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 3.5. Ratification of Indenture; Supplemental Indentures Part of Indenture . Except as expressly amended or supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. This Supplemental Indenture is an indenture supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together for all purposes. In the event of a conflict between the terms and conditions of the Indenture and the terms and conditions of this Supplemental Indenture, then the terms and conditions of this Supplemental Indenture shall prevail. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

SECTION 3.6. Counterparts . This Supplemental Indenture may be executed by one or more of the parties to this Supplemental Indenture on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the

same instrument. Delivery of an executed counterpart of this Supplemental Indenture by facsimile transmission or other electronic format shall be effective as delivery of a manually executed counterpart hereof.

SECTION 3.7. Headings . The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only, are not part of this Supplemental Indenture and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

SECTION 3.8. Recitals . The recitals contained herein are those of the Company and not the Trustee, and the Trustee assumes no responsibility for the correctness of same. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Supplemental Indenture.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


TANGO MERGER SUB 2 LLC

By:		/s/ David A. Buchen
Name:		David A. Buchen
Title:		Chief Legal Officer - Global

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By:		/s/ Yana Kislenko
Name:		Yana Kislenko
Title:		Vice President

Signature Page to Assumption Supplemental Indenture (5.00%)

Exhibit 4.2

Execution Version

SECOND SUPPLEMENTAL INDENTURE

W I T N E S S E T H:

WHEREAS, Forest Labs and the Trustee have heretofore executed and delivered an indenture dated as of January 31, 2014 (the “ Indenture ”), providing for the issuance of 4.375% Senior Notes due 2019 of Forest Labs (the “ Notes ”);

ARTICLE I

ARTICLE II

ARTICLE III

SECTION 3.1. Notices . All notices and other communications to the Company shall be given as provided in the Indenture to the Company, at the address set forth below.

Actavis plc

Morris Corporate Center III

400 Interpace Parkway

Parsippany, New Jersey 07054

Attention: Stephen Kaufhold, Senior Vice President, Treasurer

SECTION 3.3. Governing Law . This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


TANGO MERGER SUB 2 LLC

By:		/s/ David A. Buchen
Name:		David A. Buchen
Title:		Chief Legal Officer - Global

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By:		/s/ Yana Kislenko
Name:		Yana Kislenko
Title:		Vice President

Signature Page to Assumption Supplemental Indenture (4.375%)

Exhibit 4.3

Execution Version

SECOND SUPPLEMENTAL INDENTURE

W I T N E S S E T H:

WHEREAS, Forest Labs and the Trustee have heretofore executed and delivered an indenture dated as of January 31, 2014 (the “ Indenture ”), providing for the issuance of 4.875% Senior Notes due 2021 of Forest Labs (the “ Notes ”);

ARTICLE I

ARTICLE II

ARTICLE III

SECTION 3.1. Notices . All notices and other communications to the Company shall be given as provided in the Indenture to the Company, at the address set forth below.

Actavis plc

Morris Corporate Center III

400 Interpace Parkway

Parsippany, New Jersey 07054

Attention: Stephen Kaufhold, Senior Vice President, Treasurer

SECTION 3.3. Governing Law . This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


TANGO MERGER SUB 2 LLC

By:		/s/ David A. Buchen
Name:		David A. Buchen
Title:		Chief Legal Officer - Global

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By:		/s/ Yana Kislenko
Name:		Yana Kislenko
Title:		Vice President

Signature Page to Assumption Supplemental Indenture (4.875%)

Exhibit 4.4

Execution Version

THIRD SUPPLEMENTAL INDENTURE

This Third Supplemental Indenture, dated as of July 1, 2014 (this “ Supplemental Indenture ”), among Actavis plc (the “ Parent Guarantor ”), Tango Merger Sub 2 LLC (the “ Company ”), as successor in interest to Forest Laboratories, Inc. (“ Forest Labs ”), and Wells Fargo Bank, National Association, as Trustee (the “ Trustee ”) under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, Forest Labs and the Trustee have heretofore executed and delivered an indenture dated as of December 10, 2013 (the “ Original Indenture ”), as supplemented on the date hereof to provide for the assumption by the Company of all of Forest Labs’s obligations with respect to the Notes and the Original Indenture (as amended, supplemented, waived or otherwise modified, the “ Indenture ”), providing for the issuance of 5.00% Senior Notes due 2021 of the Company (the “ Notes ”);

WHEREAS, Forest Labs successfully solicited consents from a majority of the Holders to, among other things, amend (i) that certain Registration Rights Agreement, dated December 10, 2013 (the “ Registration Rights Agreement ”), between Forest Labs and Morgan Stanley & Co. LLC, as representative of the several initial purchasers, providing for registration rights with respect to the Notes and (ii) the Indenture to make conforming changes including the removal of references to the Registration Rights Agreement and the removal of the ability of the Notes to accrue Additional Interest pursuant to the Registration Rights Agreement;

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Parent Guarantor and the Company are authorized to execute and deliver this Supplemental Indenture, without the consent of any Holder, to amend or supplement the Indenture to add a Guarantee by the Parent Guarantor of the Notes.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parent Guarantor, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE I

SECTION 1.1 Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except as set forth below in Section 1.2 hereof and that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf or for the benefit of such Holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

SECTION 1.2 Amendments to Defined Terms .

a. The definition of “Guarantor” in Section 1.01 of the Indenture is hereby amended and restated in its entirety as follows:

“ “ Guarantor ” means (i) any Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of this Indenture and its respective successors and (ii) the Parent Guarantor so long as the Parent Guarantor Guarantees the Notes in accordance with the provisions of this Indenture and its respective successors.”.

b. The definition of “Note Guarantee” in Section 1.01 of the Indenture is hereby amended and restated in its entirety as follows:

“ “ Note Guarantee ” means (i) means any Guarantee that may from time to time be entered into by a Subsidiary of the Company after the Issue Date pursuant to Section 4.11 or (ii) the Guarantee of the Notes by the Parent Guarantor by which the Parent Guarantor agrees to be a Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Guarantors, including, but not limited to, Article 10.”.

c. Section 1.01 of the Indenture is hereby amended by inserting the following text after the definition of “Opinion of Counsel”, but before the definition of “Permitted Bank Indebtedness”:

“ “ Parent Guarantor ” means Actavis plc, an Irish public limited company.”.

ARTICLE II

SECTION 2.1 Agreement to be Bound . The Parent Guarantor hereby becomes a party to the Indenture as a Guarantor and as such shall have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The Parent Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

SECTION 2.2 Guarantee . The Parent Guarantor agrees to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the obligations of the Company under the Indenture and the Notes as provided in Article 10 of the Indenture.

SECTION 2.3 Conforming Amendments .

Section 6.01(g) of the Indenture is hereby amended and restated in its entirety as follows:

“except as permitted in this Indenture, any Note Guarantee of any Significant Subsidiary or the Guarantee of the Notes by the Parent Guarantor shall for any reason cease to be, or it shall be asserted by any Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms;”.

Section 10.06(a)(1)(A) of the Indenture is hereby amended and restated in its entirety as follows:

“(A) concurrently with any direct or indirect sale, issuance, exchange, disposition, conveyance or transfer (by merger or otherwise) of any Equity Interests of a Guarantor that is a Subsidiary of the Company following which such Guarantor is no longer a Subsidiary of the Company, or of all or substantially all the assets of such Guarantor (determined on a consolidated basis for such Guarantor and its Subsidiaries), in accordance with the applicable provisions of the Indenture following which such Guarantor is no longer a Subsidiary of the Company;”.

Section 10.06(a)(1)(B) of the Indenture is hereby amended and restated in its entirety as follows:

“(B) upon the election of the Company if immediately after the release of such Note Guarantee, the Company would be in compliance with the covenant described under Section 4.06 (other than as result of a release or discharge of a Guarantee provided by such Guarantor upon a payment under such Guarantee) as specified in an Officers’ Certificate; provided , however , that this Section 10.06(a)(1)(B) shall not apply to the Note Guarantee of the Parent Guarantor;”.

ARTICLE III

SECTION 3.1 Notices . All notices and other communications to the Parent Guarantor shall be given as provided in the Indenture to the Parent Guarantor, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company.

Actavis plc

Morris Corporate Center III

400 Interpace Parkway

Parsippany, New Jersey 07054

Attention: Stephen Kaufhold, Senior Vice President, Treasurer

SECTION 3.2 Parties . Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3 Governing Law . This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 3.4 Severability Clause . In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 3.5 Ratification of Indenture; Supplemental Indentures Part of Indenture . Except as expressly amended or supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Original Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. This Supplemental Indenture is an indenture supplemental to the Original Indenture, and the Original Indenture and this Supplemental Indenture shall henceforth be read and construed together for all purposes. In the event of a conflict between the terms and conditions of the Indenture and the terms and conditions of this Supplemental Indenture, then the terms and conditions of this Supplemental Indenture shall prevail. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

SECTION 3.6 Counterparts . This Supplemental Indenture may be executed by one or more of the parties to this Supplemental Indenture on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Supplemental Indenture by facsimile transmission or other electronic format shall be effective as delivery of a manually executed counterpart hereof.

SECTION 3.7 Headings . The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only, are not part of this Supplemental Indenture and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

SECTION 3.8 Recitals . The recitals contained herein are those of the Company and not the Trustee, and the Trustee assumes no responsibility for the correctness of same. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Supplemental Indenture.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


ACTAVIS PLC, as a Guarantor

By:		/s/ David A. Buchen
		Name: David A. Buchen
		Title: Chief Legal Officer - Global


WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Trustee

By:		/s/ Yana Kislenko
		Name: Yana Kislenko
		Title: Vice President


TANGO MERGER SUB 2 LLC, as the Company

By:		/s/ David A. Buchen
		Name: David A. Buchen
		Title: Chief Legal Officer - Global

Exhibit 4.5

Execution Version

THIRD SUPPLEMENTAL INDENTURE

W I T N E S S E T H:

WHEREAS, Forest Labs and the Trustee have heretofore executed and delivered an indenture dated as of January 31, 2014 (the “ Original Indenture ”), as supplemented on the date hereof to provide for the assumption by the Company of all of Forest Labs’s obligations with respect to the Notes and the Original Indenture (as amended, supplemented, waived or otherwise modified, the “ Indenture ”), providing for the issuance of 4.375% Senior Notes due 2019 of the Company (the “ Notes ”);

WHEREAS, Forest Labs successfully solicited consents from a majority of the Holders to, among other things, amend (i) that certain Registration Rights Agreement, dated January 31, 2014 (the “ Registration Rights Agreement ”), between Forest Labs and Morgan Stanley & Co. LLC, as representative of the several initial purchasers, providing for registration rights with respect to the Notes and (ii) the Indenture to make conforming changes including the removal of references to the Registration Rights Agreement and the removal of the ability of the Notes to accrue Additional Interest pursuant to the Registration Rights Agreement;

ARTICLE I

SECTION 1.2 Amendments to Defined Terms .

a. The definition of “Guarantor” in Section 1.01 of the Indenture is hereby amended and restated in its entirety as follows:

b. The definition of “Note Guarantee” in Section 1.01 of the Indenture is hereby amended and restated in its entirety as follows:

c. Section 1.01 of the Indenture is hereby amended by inserting the following text after the definition of “Opinion of Counsel”, but before the definition of “Permitted Bank Indebtedness”:

“ “ Parent Guarantor ” means Actavis plc, an Irish public limited company.”.

ARTICLE II

SECTION 2.3 Conforming Amendments .

Section 6.01(g) of the Indenture is hereby amended and restated in its entirety as follows:

Section 10.06(a)(1)(A) of the Indenture is hereby amended and restated in its entirety as follows:

Section 10.06(a)(1)(B) of the Indenture is hereby amended and restated in its entirety as follows:

ARTICLE III

Actavis plc

Morris Corporate Center III

400 Interpace Parkway

Parsippany, New Jersey 07054

Attention: Stephen Kaufhold, Senior Vice President, Treasurer

SECTION 3.3 Governing Law . This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 3.6 C ounterparts . This Supplemental Indenture may be executed by one or more of the parties to this Supplemental Indenture on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Supplemental Indenture by facsimile transmission or other electronic format shall be effective as delivery of a manually executed counterpart hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


ACTAVIS PLC, as a Guarantor

By:		/s/ David A. Buchen
		Name: David A. Buchen
		Title: Chief Legal Officer - Global


WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Trustee

By:		/s/ Yana Kislenko
		Name: Yana Kislenko
		Title: Vice President


TANGO MERGER SUB 2 LLC, as the Company

By:		/s/ David A. Buchen
		Name: David A. Buchen
		Title: Chief Legal Officer — Global

Exhibit 4.6

Execution Version

THIRD SUPPLEMENTAL INDENTURE

W I T N E S S E T H:

WHEREAS, Forest Labs and the Trustee have heretofore executed and delivered an indenture dated as of January 31, 2014 (the “ Original Indenture ”), as supplemented on the date hereof to provide for the assumption by the Company of all of Forest Labs’s obligations with respect to the Notes and the Original Indenture (as amended, supplemented, waived or otherwise modified, the “ Indenture ”), providing for the issuance of 4.875% Senior Notes due 2021 of the Company (the “ Notes ”);

ARTICLE I

SECTION 1.2 Amendments to Defined Terms .

a. The definition of “Guarantor” in Section 1.01 of the Indenture is hereby amended and restated in its entirety as follows:

b. The definition of “Note Guarantee” in Section 1.01 of the Indenture is hereby amended and restated in its entirety as follows:

c. Section 1.01 of the Indenture is hereby amended by inserting the following text after the definition of “Opinion of Counsel”, but before the definition of “Permitted Bank Indebtedness”:

“ “ Parent Guarantor ” means Actavis plc, an Irish public limited company.”.

ARTICLE II

SECTION 2.3 Conforming Amendments .

a. Section 6.01(g) of the Indenture is hereby amended and restated in its entirety as follows:

Section 10.06(a)(1)(A) of the Indenture is hereby amended and restated in its entirety as follows:

Section 10.06(a)(1)(B) of the Indenture is hereby amended and restated in its entirety as follows:

ARTICLE III

Actavis plc

Morris Corporate Center III

400 Interpace Parkway

Parsippany, New Jersey 07054

Attention: Stephen Kaufhold, Senior Vice President, Treasurer

SECTION 3.3 Governing Law . This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


ACTAVIS PLC, as a Guarantor

By:		/s/ David A. Buchen
		Name: David A. Buchen
		Title: Chief Legal Officer — Global


WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Trustee

By:		/s/ Yana Kislenko
		Name: Yana Kislenko
		Title: Vice President


TANGO MERGER SUB 2 LLC, as the Company

By:		/s/ David A. Buchen
		Name: David A. Buchen
		Title: Chief Legal Officer — Global

Exhibit 10.1

Execution Version

SECOND AMENDMENT AGREEMENT

This SECOND AMENDMENT AGREEMENT, dated as of June 30, 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 and having a share capital $171,656 (the “ Borrower ”), ACTAVIS, INC., a Nevada corporation (“ Actavis ”), ACTAVIS PLC, a public limited company organized under the Laws of Ireland (“ Ultimate Parent ”), the Lenders under the Existing Revolving 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 Revolving 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 ”), L/C Issuer and Swing Line Lender.

PRELIMINARY STATEMENTS:

(1) The Borrower, Actavis, Ultimate Parent, the Existing Lenders, the Administrative Agent and the other entities party thereto entered into that certain Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of October 1, 2013 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “ Existing Revolving Credit Agreement ”);

(2) The Borrower, Actavis and Ultimate Parent have requested to amend and restate the Existing Revolving Credit Agreement in the form of the Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement attached as Annex A hereto (the “ Second Amended ACT Revolving Credit Agreement ”);

(3) The extension of the Maturity Date as contemplated by the Second Amended ACT Revolving Credit Agreement requires the consent of each Existing Lender with a Commitment directly affected thereby and the L/C Issuer pursuant to Section 11.01 of the Existing Revolving Credit Agreement, and the other amendments contemplated by the Second Amended ACT Revolving Credit Agreement require the consent of the Required Lenders and the L/C Issuer pursuant to Section 11.01 of the Existing Revolving Credit Agreement;

(4) The Consenting Lenders, the New Lenders, the L/C Issuer and the Administrative Agent are willing to amend the Existing Revolving Credit Agreement (including all exhibits and schedules thereto) in the form of the Second Amended ACT Revolving Credit Agreement upon the terms and conditions set forth herein;

(5) The New Lenders and certain of the Consenting Lenders have agreed to assume a portion of the Loans and Commitments of certain of the other Existing Lenders pursuant to Section 2 below; and

(6) In accordance with 11.01 and 11.06 of the Existing Revolving Credit Agreement, the Administrative Agent, the Consenting Lenders, the New Lenders, the L/C Issuer, the Borrower, Actavis and Parent have each agreed, subject to the terms and conditions stated below, to the transactions described herein.

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, the L/C Issuer, the Borrower, Actavis and Ultimate Parent hereby agree as follows:

SECTION 1. Definitions . All capitalized terms not otherwise defined herein shall have the meanings attributed thereto in the Existing Revolving Credit Agreement.

SECTION 2. Reallocation of Commitments . The New Lenders and certain of the Consenting Lenders have agreed that, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 4 below, the commitments of such parties shall be reallocated as set forth on Schedule I hereto, as evidenced by such New Lender’s and Consenting Lender’s, as the case may be, 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 Revolving Credit Agreement as an “Assignee” as defined therein and thereunder, agreeing in such capacity to all the terms therein applicable to it). The Administrative Agent agrees that notwithstanding the provisions of Section 11.06(b)(iv) of the Existing Revolving Credit Agreement, the parties hereto shall not be required to pay to the Administrative Agent any assignment fee in connection with such assignment. 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 Revolving Credit Agreement . The Administrative Agent, each Consenting Lender, each New Lender, the L/C Issuer, the Borrower, Actavis and Ultimate Parent hereby agree that, subject solely to satisfaction (or waiver) of the conditions precedent set forth in Section 4 below, the Existing Revolving Credit Agreement is amended and restated in full as set forth in the form of the Second Amended ACT Revolving Credit Agreement and shall be replaced and superseded in all respects by the terms and provisions of the Second Amended ACT Revolving Credit Agreement. The Administrative Agent is directed to date and execute the Second Amended ACT Revolving Credit Agreement for and on behalf of the Lenders, the L/C Issuer and the Swing Line Lender (each, as defined in the Second Amended ACT Revolving Credit Agreement). The Commitments, and the percentage of Commitments and Loans held by each Lender under the Second Amended ACT Revolving 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 Second Amended ACT Revolving Credit Agreement) in accordance with this Amendment Agreement and the Existing Revolving 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 Revolving Credit Agreement and Section 2 of this Amendment Agreement shall become effective upon receipt by the Administrative Agent of:

(i) executed counterparts of this Amendment Agreement by a Responsible Officer of each of the Borrower, Actavis, and Ultimate Parent and a duly authorized officer of (w) the Administrative Agent, (x) each Consenting Lender, (y) each of the New Lenders and (z) the L/C Issuer;

(ii) a certificate signed by a Responsible Officer of Ultimate Parent certifying that, on and as of the date hereof, (A) the representations and warranties contained in Article V of the Second Amended ACT Revolving Credit Agreement shall be true and correct and (B) no Default has occurred and is continuing;

(iii) a certificate signed by a Responsible Officer of the Borrower (A) certifying and attaching the resolutions adopted by the Borrower authorizing the execution and delivery of this Amendment Agreement and the performance of the Second Amended ACT Revolving Credit Agreement, (B) certifying as to the incumbency and specimen signature of each Responsible Officer executing this Amendment Agreement, (C) attaching a good standing certificate (or the local equivalent) and a certificate of incorporation evidencing that the Borrower is validly existing and in good standing (or the local equivalent) in its jurisdiction of organization and (D) certifying and attaching a true and complete copy of the Organization Documents of the Borrower;

(iv) a Subsidiary Guarantor Counterpart (as defined in the Second Amended ACT Revolving Credit Agreement), executed by a Responsible Officer of 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, registered with the Luxembourg Registrar of Commerce and Companies under number B 187.310 with a share capital of $20,000 (“ Actavis SCS ”);

(v) a certificate signed by a Responsible Officer of Actavis SCS (A) certifying and attaching the resolutions adopted by Actavis SCS authorizing the execution, delivery and performance of the Loan Documents to which it is or is to be a party pursuant to the Second Amended ACT Revolving Credit Agreement, (B) certifying as to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents to which it is or is to be a party, (C) attaching a good standing certificate (or the local equivalent) and a certificate of incorporation (or the local equivalent) evidencing that Actavis SCS is validly existing and in good standing (or the local equivalent) in its jurisdiction of organization and (D) certifying and attaching a true and complete copy of the Organization Documents of Actavis SCS;

(vi) an executed legal opinion of (A) Latham & Watkins, LLP, special New York counsel for the Borrower, addressed to the Administrative Agent and each Lender under the Second Amended ACT Revolving Credit Agreement and dated the date hereof, substantially in the form attached as Exhibit J-1 to the Second Amended ACT Revolving Credit Agreement and (B) Loyens & Loeff Luxembourg S.à r.l., special Luxembourg counsel for the Borrower and Actavis SCS, addressed to the Administrative Agent and each Lender under the Second Amended ACT Revolving Credit Agreement and dated the date hereof, substantially in the form attached as Exhibit J-3 to the Second Amended ACT Revolving Credit Agreement; and

(vii) confirmation that all fees due and payable pursuant to the Second Amended ACT Revolving Credit Agreement have been paid.

Upon such effectiveness, (i) this Amendment Agreement shall be a binding agreement between the parties hereto and their permitted assigns under the Existing Revolving 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 Ultimate Parent, the Lenders and the L/C Issuer of the Amendment Effective Date in writing, and such notice shall be conclusive and binding.

SECTION 5. Representations and Warranties . Each of the Borrower, Ultimate Parent and Actavis 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 Ultimate Parent 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 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]

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., as the Borrower

By:		/s/ Stephen M. Kaufhold
		Name: Stephen M. Kaufhold
		Title: Authorized Signatory


By:		/s/ Patrick van Denzen
		Name: Patrick van Denzen
		Title: Manager B and authorized signatory

ACTAVIS, INC.

By:		/s/ David A. Buchen
		Name: David A. Buchen
		Title: Chief Legal Officer — Global and Secretary

ACTAVIS PLC

By:		/s/ David A. Buchen
		Name: David A. Buchen
		Title: Chief Legal Officer — Global and Secretary

Signature Page to Revolving Credit 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, L/C Issuer and Swing Line Lender

By:		/s/ Robert LaPorte
Name:		Robert LaPorte
Title:		Director

Signature Page to Revolving Credit Amendment Agreement


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

By		/s/ Kirk Tesch
Name:		Kirk Tesch
Title:		Director

Signature Page to Revolving Credit Amendment Agreement


BARCLAYS BANK PLC ,
as Consenting Lender

By:		/s/ Ronnie Glenn
Name:		Ronnie Glenn
Title:		Vice President

Signature Page to Revolving Credit Amendment Agreement


JPMorgan Chase Bank, N.A. ,
as Consenting Lender only for purposes of the extension of the Maturity Date (which required the consent of each Lender) and not for purposes of the remainder of the changes implemented by the Second Amended ACT Revolving Credit Agreement (which require the consent of the Required Lenders)

By:		/s/ Philip Mousin
Name:		Philip Mousin
Title:		Credit Executive

Signature Page to Revolving Credit Amendment Agreement


DEUTSCHE BANK AG NEW YORK BRANCH ,
as Consenting 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 Revolving Credit Amendment Agreement


Mizuho Bank (USA) ,
as Consenting Lender

By:		/s/ Raymond Ventura
Name:		Raymond Ventura
Title:		Deputy General Manager

Signature Page to Revolving Credit Amendment Agreement


The Bank of Tokyo-Mitsubishi UFJ, Ltd.
as Consenting Lender

By:		/s/ Jaime Sussman
Name:		Jaime Sussman
Title:		VP

Signature Page to Revolving Credit Amendment Agreement


DNB CAPITAL LLC
as Consenting Lender

By:		/s/ Thomas Tangen
Name:		Thomas Tangen
Title:		Senior Vice President

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

Signature Page to Revolving Credit Amendment Agreement


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

By:		/s/ Robert Moravec
Name:		Robert Moravec
Title:		Global Relationship Manager

Signature Page to Revolving Credit Amendment Agreement


The Royal Bank of Scotland plc ,
as Consenting Lender

By:		/s/ William McGinty
Name:		William McGinty
Title:		Director

Signature Page to Revolving Credit Amendment Agreement


U.S. Bank National Association ,
as Consenting Lender

By:		/s/ Joseph M. Schnorr
Name:		Joseph M. Schnorr
Title:		Senior Vice President

Signature Page to Revolving Credit Amendment Agreement


AUSTRALIA NEW ZEALAND BANKING GROUP LIMITED ,
as Consenting Lender

By:		/s/ Robert Grillo
Name:		Robert Grillo
Title:		Director

Signature Page to Revolving Credit Amendment Agreement


LLOYDS BANK PLC ,
as Consenting Lender

By:		/s/ Stephen Giacolone
Name:		Stephen Giacolone
Title:		Assistant Vice President – G011

By:		/s/ Daven Popat
Name:		Daven Popat
Title:		Senior Vice President – P003

Signature Page to Revolving Credit Amendment Agreement


Sumitomo Mitsui Banking Corporation ,
as Consenting Lender

By:		/s/ David W. Kee
Name:		David W. Kee
Title:		Managing Director

Signature Page to Revolving Credit Amendment Agreement


TD Bank, N.A. ,
as Consenting Lender

By:		/s/ Shivani Agarwal
Name:		Shivani Agarwal
Title:		Senior Vice President

Signature Page to Revolving Credit Amendment Agreement


SANTANDER BANK, N.A.
as New Lender

By:		/s/ John W. Deegan
Name:		John W. Deegan
Title:		Senior Vice President

Signature Page to Revolving Credit Amendment Agreement

Annex A

to the Revolving Credit Amendment Agreement

Annex A

[Form of Second Amended ACT Revolving Credit Agreement]

See attached.

Annex B

to the Revolving Credit 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 (including, without limitation, the Letters of Credit and the Swing Line Loans) 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 Second Amendment Agreement dated as of June 30, 2014 among the Borrower, Actavis and Ultimate Parent, 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 Second 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 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

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

5.	Credit Agreement : Second Amended and Restated Actavis Revolving Loan Credit and Guaranty Agreement, dated as of June 30, 2014 (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 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, Actavis, Inc., a Nevada corporation, Actavis plc, a public limited company incorporated under the laws of Ireland, Warner Chilcott Limited, a Bermuda company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender

6.	Assigned Interest[s] :

Assignor[s] ⁵

Assignee[s] ⁶

Aggregate
Amount of
Commitment/
Loans for all
Lenders ⁷

Amount of
Commitment/
Loans
Assigned

Percentage
Assigned of
Commitment/
Loans ⁸


[7.		Trade Date :		] ⁹

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 Commitment/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

[ Signature Page Follows ]

B-3

Annex B

to the Revolving Credit Amendment Agreement

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 PLC

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 Ultimate Parent and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement.

B-1

ANNEX 1

TO ASSIGNMENT AND ASSUMPTION

Second Amended and Restated Actavis Revolving Loan Credit and Guaranty Agreement (the “Credit Agreement”), dated as of June 30, 2014, among Actavis Capital S.à r.l. (f/k/a Actavis WC Holding S.à r.l.), Actavis, Inc., Actavis plc (“Ultimate Parent”), Warner Chilcott Limited, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender

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 Ultimate Parent, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Ultimate Parent, 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 Ultimate Parent 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 Ultimate Parent, 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 Ultimate Parent, 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-2

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-3

Schedule 1

to the Second Amendment Agreement

Schedule 1

Applicable Percentage of Consenting Lenders and New Lenders


Lender	Commitment		Applicable Percentage
Bank of America, N.A.	$	70,000,000		9.333333333	%
Wells Fargo Bank, N.A.	$	70,000,000		9.333333333	%
Barclays Bank PLC	$	57,500,000		7.666666667	%
JPMorgan Chase Bank, N.A.	$	57,500,000		7.666666667	%
Deutsche Bank AG New York Branch	$	55,000,000		7.333333333	%
Mizuho Bank (USA)	$	55,000,000		7.333333333	%
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	55,000,000		7.333333333	%
DNB Bank ASA, Grand Cayman Branch	$	45,000,000		6.000000000	%
HSBC Bank USA, N.A.	$	45,000,000		6.000000000	%
The Royal Bank of Scotland plc	$	45,000,000		6.000000000	%
U.S. Bank National Association	$	45,000,000		6.000000000	%
Australia and New Zealand Banking Group Limited	$	30,000,000		4.000000000	%
Lloyds Bank plc	$	30,000,000		4.000000000	%
Santander Bank, N.A.*	$	30,000,000		4.000000000	%
Sumitomo Mitsui Banking Corporation	$	30,000,000		4.000000000	%
TD Bank, N.A.	$	30,000,000		4.000000000	%

Total:				100.000000000	%

*	Indicates New Lender.

Sch. 1 - 4

Exhibit 10.2

LOGO

SECOND AMENDED AND RESTATED

ACTAVIS REVOLVING CREDIT AND GUARANTY AGREEMENT

dated as of

June 30, 2014

among

ACTAVIS PLC,

as Ultimate Parent,

WARNER CHILCOTT LIMITED,

as Intermediate Parent,

ACTAVIS CAPITAL S.À R.L.,

as Borrower,

ACTAVIS, INC.,

and

ACTAVIS FUNDING SCS

as Subsidiary Guarantors,

THE LENDERS PARTY HERETO

and

BANK OF AMERICA, N.A.,

as Administrative Agent, L/C Issuer and Swing Line Lender

WELLS FARGO BANK, N.A.,

as Syndication Agent,

BARCLAYS BANK PLC, UNION BANK, N.A.,

MIZUHO BANK (USA) and JPMORGAN CHASE BANK, N.A.,

as Co-Documentation Agents

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and

WELLS FARGO SECURITIES, LLC,

as Joint Book Managers and Joint Lead Arrangers

TABLE OF CONTENTS


Section		Page

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

1.01	Defined Terms		2
1.02	Other Interpretive Provisions		33
1.03	Accounting Terms		34
1.04	Exchange Rates; Currency Equivalents		35
1.05	Additional Alternative Currencies		36
1.06	Change of Currency		37
1.07	Times of Day		37
1.08	Letter of Credit Amounts		37
1.09	Rounding		38
1.10	Schedules		38

ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01	Committed Loans		38
2.02	Borrowings, Conversions and Continuations of Committed Loans		38
2.03	Bid Loans		42
2.04	Letters of Credit		45
2.05	Swing Line Loans		54
2.06	Prepayments		57
2.07	Termination or Reduction of Commitments		59
2.08	Repayment of Loans		59
2.09	Interest		59
2.10	Fees		60
2.11	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate		61
2.12	Evidence of Debt		61
2.13	Payments Generally; Administrative Agent’s Clawback		62
2.14	Sharing of Payments by Lenders		64
2.15	Increase in Commitments		64
2.16	Cash Collateral		65
2.17	Defaulting Lenders		67

ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01	Taxes		69
3.02	Illegality		73
3.03	Inability to Determine Rates		74
3.04	Increased Costs; Additional Reserve Requirements		75
3.05	Compensation for Losses		76
3.06	Mitigation Obligations; Replacement of Lenders		77
3.07	Survival		78


ARTICLE IV.
CONDITIONS PRECEDENT

4.01	Conditions to Second Amendment and Restatement	78
4.02	Conditions to all Credit Extensions (other than Acquisition Loans)	78
4.03	Conditions to Acquisition Loans	79

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

5.01	Existence, Qualification and Power	80
5.02	Authorization; No Contravention	80
5.03	Material Governmental Authorization; Other Material Consents	81
5.04	Binding Effect	81
5.05	Financial Statements; No Material Adverse Effect	81
5.06	Litigation	82
5.07	No Default	82
5.08	Ownership of Property; Liens	82
5.09	Environmental Compliance	82
5.10	Insurance	82
5.11	Taxes	82
5.12	ERISA	83
5.13	OFAC	83
5.14	Subsidiaries; Equity Interests	84
5.15	Margin Regulations; Investment Company Act	84
5.16	Disclosure	84
5.17	Compliance with Laws	84
5.18	Intellectual Property; Licenses, Etc.	85

ARTICLE VI.
AFFIRMATIVE COVENANTS

6.01	Financial Statements	85
6.02	Certificates; Other Information	86
6.03	Notices	87
6.04	Payment of Taxes	88
6.05	Preservation of Existence, Etc.	88
6.06	Maintenance of Properties	88
6.07	Maintenance of Insurance	88
6.08	Compliance with Laws	88
6.09	Books and Records	89
6.10	Inspection Rights	89
6.11	Use of Proceeds	89
6.12	Covenant to Guarantee Obligations	89


ARTICLE VII.
NEGATIVE COVENANTS

7.01	Liens	90
7.02	Subsidiary Indebtedness	91
7.03	Fundamental Changes	92
7.04	Change in Nature of Business	93
7.05	Transactions with Affiliates	93
7.06	Investments	93
7.07	Restricted Payments	93
7.08	Consolidated Leverage Ratio	93
7.09	Passive Holding Companies	94

ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES

8.01	Events of Default	94
8.02	Remedies Upon Event of Default	97
8.03	Application of Funds	97
8.04	Cleanup Period	98

ARTICLE IX.
GUARANTEE

9.01	Guarantee of Guaranteed Obligations	98
9.02	Limitation on Obligations Guaranteed	99
9.03	Nature of Guarantee; Continuing Guarantee; Waivers of Defenses	99
9.04	Rights of Reimbursement, Contribution and Subrogation	101
9.05	Payments	102
9.06	Subordination of Other Obligations	102
9.07	Financial Condition of Borrower and other Guarantors	103
9.08	Bankruptcy, Etc.	103
9.09	Duration of Guarantee	103
9.10	Reinstatement	103

ARTICLE X.
ADMINISTRATIVE AGENT

10.01	Appointment and Authority	104
10.02	Rights as a Lender	104
10.03	Exculpatory Provisions	104
10.04	Reliance by Administrative Agent	105
10.05	Delegation of Duties	105
10.06	Resignation of Administrative Agent	106
10.07	Non-Reliance on Administrative Agent and Other Lenders	106
10.08	No Other Duties, Etc.	107
10.09	Administrative Agent May File Proofs of Claim	107
10.10	Guaranty Matters	107

iii


ARTICLE XI.
MISCELLANEOUS

11.01	Amendments, Etc.	108
11.02	Notices; Effectiveness; Electronic Communication	109
11.03	No Waiver; Cumulative Remedies; Enforcement	111
11.04	Expenses; Indemnity; Damage Waiver	112
11.05	Payments Set Aside	114
11.06	Successors and Assigns	114
11.07	Treatment of Certain Information; Confidentiality	119
11.08	Right of Setoff	120
11.09	Interest Rate Limitation	121
11.10	Counterparts; Integration; Effectiveness	121
11.11	Survival of Representations and Warranties	121
11.12	Severability	122
11.13	Replacement of Lenders	122
11.14	Governing Law; Jurisdiction; Etc.	123
11.15	WAIVER OF JURY TRIAL	124
11.16	USA PATRIOT Act	124
11.17	Judgment Currency	124
11.18	No Advisory or Fiduciary Responsibility	125
11.19	Electronic Execution of Assignments	125
11.20	Effect of Amendment and Restatement of the Existing Credit Agreement	125
11.21	Successor Borrower	126

SCHEDULES


	2.01	Applicable Percentages; Commitments
	5.06	Litigation
	5.14	Subsidiaries
	7.01	Existing Liens
	7.02	Existing Indebtedness
	11.02	Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

	*Form of*

	A	Administrative Questionnaire
	B	Assignment and Assumption
	C-1	Bid Request
	C-2	Competitive Bid
	D	Committed Loan Notice
	E	Compliance Certificate
	F	Note
	G	Subsidiary Guarantor Counterpart Agreement
	H	Officer’s Certificate


		I		Swing Line Loan Notice
		J-1		Opinion of Latham & Watkins LLP, special New York counsel to the Loan Parties
		J-2		Opinion of Greenberg Traurig LLP, special Nevada counsel to Actavis
		J-3		Opinion of Loyens & Loeff Luxembourg S.à r.l., special Luxembourg counsel to the Borrower and Actavis SCS
		K-1		U.S. Tax Compliance Certificate (For Foreign Lenders that are not Partnerships)
		K-2		U.S. Tax Compliance Certificate (For Foreign Participants that are not Partnerships)
		K-3		U.S. Tax Compliance Certificate (For Foreign Participants that are Partnerships)
		K-4		U.S. Tax Compliance Certificate (For Foreign Lenders that are Partnerships)

SECOND AMENDED AND RESTATED

ACTAVIS REVOLVING CREDIT AND GUARANTY AGREEMENT

This SECOND AMENDED AND RESTATED ACTAVIS REVOLVING LOAN CREDIT AND GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “ Agreement ”) is entered into as of June 30, 2014, by 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 with a share capital of $171,656, ACTAVIS, INC ., a Nevada corporation (“ Actavis ”), 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, registered with the Luxembourg Registrar of Commerce and Companies under number B 187.310 with a share capital of $20,000 (“ Actavis SCS ”), ACTAVIS PLC , a public limited company incorporated under the laws of Ireland, WARNER CHILCOTT LIMITED , a Bermuda company, each lender from time to time party hereto (collectively, the “ Lenders ” and, individually, a “ Lender ”), and BANK OF AMERICA, N.A ., as Administrative Agent, L/C Issuer and Swing Line Lender.

WHEREAS , the Borrower, Actavis and Ultimate Parent (as such terms and each other capitalized terms used but not defined in these recitals are defined in Article I ) are parties to that certain Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of October 1, 2013, among the Borrower, Actavis, Ultimate Parent, the several lenders and other parties from time to time party thereto, and Bank of America, N.A., as administrative agent thereunder (the “ Existing Credit Agreement ”);

WHEREAS, on February 17, 2014, Ultimate Parent entered into that certain Agreement and Plan of Merger (as amended in accordance with the terms hereof and in effect from time to time, including all schedules and exhibits thereto, the “ Merger Agreement ”) by and among Tango US Holdings Inc., Tango Merger Sub 1 LLC (“ Merger Sub 1 ”), Tango Merger Sub 2 LLC (“ Merger Sub 2 ”) and Forest Laboratories, Inc. (the “ Acquired Business ”). Under the terms of the Merger Agreement, Merger Sub 1 will merge with and into the Acquired Business with the Acquired Business being the surviving entity (the “ First Merger ”) and immediately following the First Merger, the Acquired Business will merge with and into Merger Sub 2, with Merger Sub 2 being the surviving entity (the “ Second Merger ”), and after the Second Merger the Acquired Business (as merged with and into Merger Sub 2) will be an indirect wholly-owned subsidiary of Ultimate Parent (the “ Acquisition ”);

WHEREAS , in connection with the Acquisition, Borrower, Actavis and Ultimate Parent desire to amend and restate the Existing Credit Agreement in the form of this Agreement; and

WHEREAS , the Lenders and other parties to the Second Amendment Agreement have agreed to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by such parties that the “Loans” and Letters of Credit outstanding as of the Second Restatement Effective Date and the other “Obligations” under (and, in each case, as defined in) the Existing Credit Agreement shall be governed by and deemed to

be outstanding under this Agreement with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (which shall hereafter have no further effect upon the parties thereto other than with respect to any action, event, representation, warranty or covenant occurring, made or applying prior to the Second Restatement Effective Date), and all references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof.

NOW , THEREFORE , in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms . As used in this Agreement, the following terms will have the meanings set forth below:

“ Absolute Rate ” means a fixed rate of interest expressed in multiples of 1/100th of one basis point.

“ Absolute Rate Loan ” means a Bid Loan that bears interest at a rate determined with reference to an Absolute Rate. Absolute Rate Loans may only be denominated in a Discretionary Alternative Currency.

“ Acquired Business ” has the meaning specified in the recitals hereto.

“ Acquisition ” has the meaning specified in the recitals hereto.

“ Acquisition Indebtedness ” means any debt or equity securities (including, without limitation, any securities convertible or exchangeable into or exercisable for equity securities, other equity-linked securities or hybrid debt-equity securities) of Ultimate Parent or any of its Affiliates that have been issued for the purpose of financing, in part, the Acquisition and which are contingent upon the closing of the Acquisition or which can be mandatorily redeemed if the Acquisition is not consummated.

“ Acquisition Loans ” means any Loans that have been requested by the Borrower, in an aggregate principal amount not to exceed $500,000,000, for the purpose of financing, in part, the Transactions (including the Acquisition and the Refinancing) and the payment of fees and expenses incurred in connection with the Transactions.

“ Actavis ” has the meaning specified in the introductory paragraph hereto.

“ Actavis SCS ” has the meaning specified in the introductory paragraph hereto.

“ Actavis SEC Documents ” means all reports, schedules, forms, proxy statements, prospectuses (including prospectus supplements), registration statements and other information filed by Actavis with the SEC or furnished by Actavis to the SEC pursuant to the Securities Exchange Act.

“ Actavis Term Loan Credit Agreement ” means that certain Second Amended and Restated Actavis Term Loan Credit and Guaranty Agreement, dated as of March 31, 2014, among Ultimate Parent, Warner Chilcott Limited, Actavis Capital S.à r.l (f/k/a Actavis WC Holding S.à r.l), Actavis, the several lenders and other parties from time to time party thereto, and Bank of America, as administrative agent thereunder, as amended, restated, supplemented or otherwise modified from time to time.

“ Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“ Administrative Agent’s Office ” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify to Ultimate Parent, the Borrower and the Lenders in writing.

“ Administrative Questionnaire ” means an Administrative Questionnaire substantially in the form of Exhibit A.

“ Affiliate ” means, with respect to any Person, another Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agent Fee Letter ” means that certain amended and restated administrative fee letter, dated August 1, 2013, among Bank of America and Actavis WC Holding S.à r.l.

“ Aggregate Commitments ” means the Commitments of all the Lenders.

“ Agreement ” has the meaning specified in the introductory paragraph hereto.

“ Alternative Currency ” means each of Euro, Sterling and each other currency (other than US Dollars) that is approved in accordance with Section 1.05 .

“ Alternative Currency Equivalent ” means, at any time, with respect to any amount denominated in US Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with US Dollars.

“ Alternative Currency Sublimit ” means an amount equal to the lesser of the Aggregate Commitments and the US Dollar Equivalent of $100,000,000. The Alternative Currency Sublimit is part of, and not in addition to, the Aggregate Commitments. Loans denominated in an Alternative Currency may only be Eurocurrency Rate Loans. Loans denominated in a Discretionary Alternative Currency may only be Eurocurrency Rate Loans or Absolute Rate Loans.

“ Applicable Percentage ” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.17 . If the

commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender will be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 (unless such amount is adjusted from time to time prior to the Closing Date in accordance with the Amendment Agreement and the Existing Credit Agreement) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“ Applicable Rate ” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:


Pricing Level	Debt Ratings S&P/Moody’s	Unused Commitment Fee			Eurocurrency Rate Loans			Letter of Credit Fee			Base Rate Loans
I	> A/A2		0.075	%		0.875	%		0.875	%		0.000	%
II	A-/A3		0.100	%		1.000	%		1.000	%		0.000	%
III	BBB+/Baa1		0.125	%		1.125	%		1.125	%		0.125	%
IV	BBB/Baa2		0.150	%		1.250	%		1.250	%		0.250	%
V	BBB-/Baa3		0.175	%		1.500	%		1.500	%		0.500	%
VI	<BBB-/Baa3		0.200	%		1.750	%		1.750	%		0.750	%

“ Debt Rating ” means, as of any date of determination, the rating as determined by S&P, and Moody’s (collectively, the “ Debt Ratings ”) of Ultimate Parent’s non-credit-enhanced, senior unsecured long-term debt (or if such debt is not so rated, the issuer rating or corporate credit rating of Ultimate Parent); provided that (i) if either Moody’s or S&P does not have in effect a Debt Rating, then the Debt Rating assigned by the other rating agency shall be used; (ii) if neither Moody’s nor S&P has in effect a Debt Rating, Pricing Level VI shall apply; and (iii) if the relevant Debt Ratings assigned by Moody’s and S&P fall within different Pricing Levels, the Applicable Rate shall be based on the higher of the two Debt Ratings (with Pricing Level I being the highest and Pricing Level VI being the lowest), unless one of the two Debt Ratings is two or more Pricing Levels lower than the other, in which case the Applicable Rate shall be based on the Pricing Level corresponding to the Debt Rating that is the midpoint between the two Debt Ratings or, if there is no such midpoint, the Pricing Level that is one level lower than the Pricing Level corresponding to the higher Debt Rating.

If the relevant Debt Rating assigned by Moody’s or S&P shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change or if either such rating agency shall cease to be in the business of rating corporate debt obligations, Ultimate Parent and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system (including, in such

case, an amendment to replace Moody’s or S&P, as applicable, with another rating agency) or the unavailability of ratings from such rating agency, and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

“ Applicable Time ” means, with respect to any borrowings and payments in any Alternative Currency or Discretionary Alternative Currency, the local time in the place of settlement for such Alternative Currency or Discretionary Alternative Currency as may be determined to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment by (a) in the case of an Alternative Currency, the Administrative Agent or the L/C Issuer, as the case may be, or (b) in the case of any Discretionary Alternative Currency, the Administrative Agent.

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arrangers ” means MLPF&S and Wells Fargo Securities, LLC, in their capacities as joint lead arrangers and joint book managers.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit B or any other form approved by the Administrative Agent.

“ Audited Financial Statements ” means the audited consolidated balance sheet of Ultimate Parent and its Subsidiaries for the fiscal year ended December 31, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of Ultimate Parent and its Subsidiaries, including the notes thereto.

“ Auto-Extension Letter of Credit ” has the meaning specified in Section 2.04(b)(iii) .

“ Availability Period ” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.07 , and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02 .

“ Bank of America ” means Bank of America, N.A. and its successors.

costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change. Any change in the Federal Funds Rate or the Eurocurrency Rate will take effect on the effective date of such change in the Federal Funds Rate or the Eurocurrency Rate, as applicable.

“ Base Rate Committed Loan ” means a Committed Loan that is a Base Rate Loan.

“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate, including both Base Rate Committed Loans and Swing Line Loans. All Base Rate Loans will be denominated in US Dollars.

“ Bid Borrowing ” means a borrowing consisting of simultaneous Bid Loans of the same Type from each of the Lenders whose offer to make one or more Bid Loans as part of such borrowing has been accepted under the auction bidding procedures described in Section 2.03 .

“ Bid Loan ” has the meaning specified in Section 2.03(a) .

“ Bid Loan Lender ” means, in respect of any Bid Loan, the Lender making such Bid Loan to the Borrower.

“ Bid Request ” means a written request for one or more Bid Loans substantially in the form of Exhibit C-1 .

“ Borrower ” means Actavis Capital S.à r.l and its successors and permitted assigns; provided that any successor or permitted assign shall expressly assume all of the prior Borrower’s rights and obligations under this Agreement and the other Loan Documents in accordance with Section 11.21 and pursuant to documentation reasonably satisfactory to the Administrative Agent and Ultimate Parent.

“ Borrowing ” means a Committed Borrowing, a Bid Borrowing or a Swing Line Borrowing, as the context may require.

(a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in US Dollars or as to any Base Rate Loan, any fundings, disbursements, settlements and payments in US Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in US Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in US Dollars are conducted by and between banks in the London interbank eurodollar market;

(b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in

Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;

(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan or Bid Loan denominated in a currency other than US Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

(d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than US Dollars or Euro in respect of a Eurocurrency Rate Loan or Bid Loan denominated in a currency other than US Dollars or Euro, or any other dealings in any currency other than US Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan or Bid Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Cash Bridge Credit Agreement ” means that certain Actavis Cash Bridge Credit and Guaranty Agreement to be entered into on or prior to the Closing Date, among Intermediate Parent, the borrower thereunder, the several lenders and other parties from time to time party thereto, and Bank of America, as administrative agent thereunder, as amended, restated, supplemented or otherwise modified from time to time.

“ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer or the Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support (including backstop letters of credit), in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Change in Law ” means the occurrence, after the Second Restatement Effective Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by

any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“ Change of Control ” means an event or series of events by which:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “ option right ”)), directly or indirectly, of more than 35% of the total voting power of the Equity Interests in Ultimate Parent on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);

(b) for purposes of Section 7.03 only, during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of Ultimate Parent cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii) , any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors);

(c) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of Ultimate Parent and its Subsidiaries taken as a whole to any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act) other than to any Wholly Owned Subsidiary of Ultimate Parent; or

(d) the Borrower and its successor or permitted assign shall cease to be a direct or indirect Subsidiary of Ultimate Parent.

“ Closing Date ” means the first date all the conditions precedent in Section 4.03 are satisfied (or waived in accordance with Section 11.01 ), and in any event no later than the Outside Date.

“ Co-Documentation Agents ” means Barclays Bank PLC, Union Bank, N.A., Mizuho Bank (USA) and JPMorgan Chase Bank, N.A., in their capacities as co-documentation agents.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Commitment ” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrower pursuant to Section 2.01 , (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the US Dollar Equivalent amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Commitment Letter ” means that certain commitment letter, dated February 17, 2014, among Ultimate Parent, Bank of America, MLPF&S and Mizuho Bank. Ltd.

“ Committed Borrowing ” means a borrowing consisting of simultaneous Committed Loans of the same Type, in the same currency and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 .

“ Committed Loan ” has the meaning specified in Section 2.01 .

“ Committed Loan Notice ” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a) , which, if in writing, will be substantially in the form of Exhibit D.

“ Company Materials ” has the meaning specified in Section 6.02 .

“ Competitive Bid ” means a written offer by a Lender to make one or more Bid Loans, substantially in the form of Exhibit C-2 , duly completed and signed by a Lender.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit E .

“ Consolidated EBITDA ” means, for any period, for Ultimate Parent and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus , without duplication and only to the extent such amount represents a charge or expense determined in accordance with GAAP and reflected in the consolidated earnings of Ultimate Parent and regardless of classification within Ultimate Parent’s statement of income, the sum of (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization expense, (iv) losses attributable to non-controlling interest, (v) stock compensation expense, (vi) asset impairment charges or other charges associated with the revaluation of assets or liabilities, (vii) charges associated with the revaluation of acquisition related contingent liabilities that are based in whole or in part on future estimated cash flows, (viii) business restructuring charges

associated with Actavis’s Global Supply Chain and Operational Excellence initiatives or other restructurings of a similar nature, (ix) costs and charges associated with the acquisition of businesses and assets including, but not limited to, Milestone Payments and integration charges, (x) litigation charges and settlements, (xi) losses and expenses associated with the sale of assets and (xii) other unusual charges or expenses minus , to the extent included in calculating such Consolidated Net Income, the sum of (1) interest income, and (2) gains or income of a nature similar to items (i) through (xii) above. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “ Reference Period ”), (i) if at any time during such Reference Period Ultimate Parent or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period Ultimate Parent or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto in accordance with Section 1.03(c) as if such Material Acquisition occurred on the first day of such Reference Period.

“ Consolidated Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters of Ultimate Parent most recently ended.

“ Consolidated Net Income ” means, for any period, the consolidated net income (or loss) of Ultimate Parent and its Subsidiaries for that period, determined on a consolidated basis in accordance with GAAP.

“ Consolidated Total Assets ” means, at any time, the total assets of Ultimate Parent and its Subsidiaries, at such time, that would be reflected on a consolidated balance sheet of Ultimate Parent and its Subsidiaries prepared in accordance with GAAP.

“ Consolidated Total Debt ” means, at any time, for Ultimate Parent and its Subsidiaries on a consolidated basis, the aggregate amount of (a) all Indebtedness for borrowed money (other than Acquisition Indebtedness prior to the consummation of the Acquisition), (b) all Receivables Facility Attributable Indebtedness, and (c) all Capital Lease Obligations and Synthetic Lease Obligations.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, court protection, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally, including the Luxembourg Insolvency Procedure.

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

“ Default Rate ” means (a) when used with respect to the principal of any Loan, an interest rate equal to the rate otherwise applicable to such Loan pursuant to Section 2.09 plus 2.00% per annum, and (b) when used with respect to any Unreimbursed Amount, an interest rate equal to the rate otherwise applicable to a Base Rate Loan pursuant to Section 2.09 plus 2.00% per annum.

“ Defaulting Lender ” means, subject to Section 2.17(b) , any Lender that, (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent, the Borrower and Ultimate Parent in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default, shall be specifically identified and supported by reasonable background information provided by such Lender in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, Ultimate Parent or the Administrative Agent, any L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified and supported by reasonable background information provided by such Lender in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent, the Borrower or Ultimate Parent, to confirm in writing to the Administrative Agent, the Borrower and Ultimate Parent that it will comply with its prospective funding obligations hereunder or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the

Administrative Agent, the Borrower or Ultimate Parent, as applicable, that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b) upon delivery of written notice of such determination to the Administrative Agent, the Borrower, Ultimate Parent, each L/C Issuer, the Swing Line Lender and each Lender, as applicable).

“ Discharge of the Guaranteed Obligations ” means (and shall have occurred when) (a) all Guaranteed Obligations shall have been paid in full in cash and all other obligations under the Loan Documents shall have been performed (other than (i) those expressly stated to survive termination and (ii) contingent obligations as to which no claim has been asserted), (b) no Letter of Credit shall be outstanding (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements satisfactory to the L/C Issuer shall have been made) and (c) all Commitments shall have terminated or expired.

“ Discretionary Alternative Currency ” means any lawful currency other than US Dollars and any Alternative Currency that is freely transferable and convertible into US Dollars.

“ Discretionary Alternative Currency Equivalent ” means, at any time, with respect to any amount denominated in US Dollars, the equivalent amount thereof in the applicable Discretionary Alternative Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Discretionary Alternative Currency with US Dollars.

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii) and (v) , subject to such consents, if any, as may be required under Section 11.06(b)(iii) .

“ Eligible Pre-Closing Lenders ” means Bank of America, N.A., Mizuho Bank (USA), Wells Fargo Bank, National Association, The Bank of Tokyo-Mitsubishi, UFJ, Ltd., HSBC Bank USA, National Association, Sumitomo Mitsui Banking Corporation, The Royal Bank of Scotland plc, DnB Capital LLC, Lloyds Bank plc, Toronto Dominion (Texas), LLC, Barclays Bank PLC, Deutsche Bank AG Cayman Islands Branch, Santander Bank, N.A. and U.S. Bank, National Association and any other Person approved by Ultimate Parent and the Administrative Agent.

“ EMU Legislation ” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“ Environmental Laws ” means any and all federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Ultimate Parent or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with Ultimate Parent within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan or Multiemployer Plan; (b) a withdrawal by Ultimate Parent or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Ultimate Parent or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Ultimate Parent or any ERISA Affiliate; or (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA.

“ Euro ” and “ EUR ” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“ Eurocurrency Bid Margin ” means the margin above or below the Eurocurrency Rate to be added to or subtracted from the Eurocurrency Rate, which margin shall be expressed in multiples of 1/100th of one basis point.

“ Eurocurrency Margin Bid Loan ” means a Bid Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency Rate.”

“ Eurocurrency Rate ” means:

(a) for any Interest Period with respect to a Eurocurrency Rate Loan, the rate per annum equal to (i) the London Interbank Offered Rate (“ LIBOR ”), as currently published on the applicable Reuters screen page (or such other commercially available source providing such quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, or (ii) if such rate referenced in the preceding clause (i) is not available at such time for any reason, then the “Eurocurrency Rate” for such Interest Period will be the rate per annum determined by the Administrative Agent to be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) LIBOR, at approximately 11:00 a.m., London time determined two Business Days prior to such date for US Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in US Dollars for delivery on the date of determination in Same Day Funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurocurrency market at their request at the date and time of determination.

“ Eurocurrency Rate Committed Loan ” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency Rate.” All Committed Loans denominated in an Alternative Currency must be Eurocurrency Rate Committed Loans.

“ Eurocurrency Rate Loan ” means a Eurocurrency Rate Committed Loan or a Eurocurrency Margin Bid Loan. Eurocurrency Rate Loans may be denominated in US Dollars, in an Alternative Currency or in a Discretionary Alternative Currency.

“ Event of Default ” has the meaning specified in Section 8.01 .

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document, (a) Taxes imposed on or measured by its net income (however denominated), branch profits Taxes and franchise Taxes imposed on it, by the United States (or any political subdivision or taxing authority thereof or therein), or by the jurisdiction (or any political subdivision or taxing authority thereof or therein) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, or by any jurisdiction with which such recipient has a present or former connection (other than solely on account of the execution, delivery, performance, filing, recording and enforcement of, and the other activities contemplated in, this Agreement), (b) any withholding Tax that is imposed on amounts payable to a recipient with respect to an applicable interest in the Loan or Commitment pursuant to any Law in effect at the time such recipient acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Loan Parties under Section 11.13 ) or designates a new Lending Office, except to the extent that such recipient (or its assignor, in the case of an assignment) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Loan Parties with respect to such withholding Tax pursuant to Section 3.01(a ), (c) any withholding Tax that is attributable to a recipient’s failure to comply with Section 3.01(e) , Section 3.01(g) or Section 3.01(h) and (c) any Taxes imposed pursuant to FATCA.

“ Existing Credit Agreement ” has the meaning specified in the recitals hereto.

“ Existing Letters of Credit ” means any letter of credit issued and outstanding as of the Closing Date and designated by the Borrower as an “Existing Letter of Credit” pursuant to a written notice delivered to the Administrative Agent on or prior to the Closing Date; provided that the issuer thereof is a Lender. Each such letter of credit so designated shall be deemed to constitute a Letter of Credit and a Letter of Credit issued hereunder on the Closing Date for all purposes under this Agreement and the other Loan Documents.

“ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“ FATCA ” means Sections 1471 through 1474 of the Code as of the Second Restatement Effective Date (or any amendment or successor provisions that are substantively similar and not materially more onerous to comply with), and any present or future regulations promulgated with respect thereto or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement.

“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day will be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day will be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“ First Merger ” has the meaning specified in the recitals hereto.

“ Fiscal Year ” means the fiscal year of Ultimate Parent ending on December 31st of each calendar year.

“ Foreign Subsidiary ” means a Subsidiary that is not formed under the Laws of the United States, any state thereof or the District of Columbia.

“ Forest Notes ” means the 4.375% senior notes due February 1, 2019, the 4.875% senior notes due February 15, 2021, and the 5.0% senior notes due December 15, 2021, each issued by the Acquired Business.

“ Forest SEC Documents ” means all reports, schedules, forms, proxy statements, prospectuses (including prospectus supplements), registration statements and other information filed by the Acquired Business with the SEC or furnished by the Acquired Business to the SEC pursuant to the Securities Exchange Act.

“ Fronting Exposure ” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied; provided that, notwithstanding anything in this Agreement to the contrary, leases will be accounted for using accounting principles as in effect on the Second Restatement Effective Date.

“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee will be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “ Guarantee ” as a verb has a corresponding meaning.

“ Guaranteed Obligations ” means (a) the Obligations and (b) whether or not constituting Obligations, the unpaid principal of and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower (including a Luxembourg Insolvency Procedure) or any Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other obligations and liabilities of the Borrower or any Guarantor to the Administrative Agent or any Lender which may arise under or in connection with any Loan Document.

“ Guaranteed Parties ” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer and each Indemnitee.

“ Guarantors ” means Ultimate Parent, Intermediate Parent and each Subsidiary Guarantor.

“ Guaranty ” means the Guarantee of the Guarantors contained in Article IX .

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Honor Date ” has the meaning specified in Section 2.04(c)(ii) .

“ Increase Effective Date ” has the meaning specified in Section 2.15(d) .

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guarantees, surety bonds and similar instruments;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness will have been assumed by such Person or is limited in recourse;

(f) Capital Lease Obligations;

(g) Synthetic Lease Obligations;

(h) Receivables Facility Attributable Indebtedness; and

(i) all Guarantees of such Person in respect of any of the foregoing; provided that Indebtedness shall not include any performance guarantee or any other guarantee that is not a guarantee of other Indebtedness.

For all purposes hereof, the Indebtedness of any Person will include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date will be deemed to be the Swap Termination Value thereof as of such date.

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) , Other Taxes.

“ Indemnitees ” has the meaning specified in Section 11.04(b) .

“ Information ” has the meaning specified in Section 11.07 .

“ Interest Payment Date ” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided , however , that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period will also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date.

“ Interest Period ” means, (a) as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter (or, if agreed to by all Lenders, twelve months or a period of shorter than one month), as selected by the Borrower in its Committed Loan Notice or Bid Request, as the case may be; and (b) as to each Absolute Rate Loan, a period of not less than 14 days and not more than 180 days as selected by the Borrower in its Bid Request; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period pertaining to a Eurocurrency Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period will extend beyond the Maturity Date.

“ Intermediate Parent ” means Warner Chilcott Limited and its successors and permitted assigns; provided that any successor or permitted assign shall expressly assume all of the prior Intermediate Parent’s rights and obligations under this Agreement and the other Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent and Ultimate Parent.

Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ IP Rights ” has the meaning specified in Section 5.18 .

“ IRS ” means the United States Internal Revenue Service.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“ Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to any such Letter of Credit.

“ Laws ” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ L/C Advance ” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage. All L/C Advances will be denominated in US Dollars.

“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit that has not been reimbursed on the date when made or refinanced as a Committed Borrowing. All L/C Borrowings will be denominated in US Dollars.

“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“ L/C Issuer ” means Bank of America or any other Lender that agrees to act in such capacity appointed by the Borrower or Ultimate Parent with the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), in any case, in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder, and with respect to the Existing Letters of Credit, the issuers thereof.

“ L/C Obligations ” means, as of any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit will be

determined in accordance with Section 1.08 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit will be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ Lender ” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.

“ Lending Office ” means, as to any Lender, the office, offices, branch, branches, Subsidiary, Subsidiaries, Affiliate or Affiliates of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office, offices, branch, branches, Subsidiary, Subsidiaries, Affiliate or Affiliates as a Lender may from time to time notify the Borrower, Ultimate Parent and the Administrative Agent.

“ Letter of Credit ” means any letter of credit issued hereunder and shall include the Existing Letters of Credit. Letters of Credit may be issued in US Dollars or in an Alternative Currency.

“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer and provided to the Borrower upon its request for a Letter of Credit.

“ Letter of Credit Expiration Date ” means the day that is five (5) Business Days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“ Letter of Credit Fee ” has the meaning specified in Section 2.04(h) .

“ Letter of Credit Sublimit ” means an amount equal to the US Dollar Equivalent of $100,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“ Loan ” means an extension of credit by a Lender to the Borrower under Article II in the form of a Committed Loan, a Bid Loan or a Swing Line Loan.

“ Loan Documents ” means this Agreement, the Second Amendment Agreement, each Note, the Agent Fee Letter, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.16 of this Agreement, each Letter of Credit and each Subsidiary Guarantor Counterpart.

“ Loan Parties ” means, collectively, the Borrower and the Guarantors.

“ Luxembourg ” means the Grand Duchy of Luxembourg.

“ Luxembourg Insolvency Procedure ” means, in relation to the Borrower or any of its assets, the opening of any of the following procedures: (i) a bankruptcy ( faillite ) within the meaning of Articles 437 ff. of the Luxembourg Commercial Code; (ii) a controlled management ( gestation controlee ) within the meaning of the Luxembourg grand ducal regulation of 24 May 1935 on controlled management; (iii) a voluntary arrangement with creditors ( concordat préventif de faillite ) within the meaning of the Luxembourg law of 13 April 1886 on arrangements to prevent insolvency, as amended; (iv) a suspension of payments ( sursis de paiement ) within the meaning of Articles 593 ff. of the Luxembourg Commercial Code; (v) a voluntary or compulsory winding-up pursuant to the Luxembourg Companies Act, or any other insolvency proceedings pursuant to Luxembourg law or the Council Regulation (EC) No.1346/2000 of May 29, 2000 on insolvency proceedings.

“Major Default” means a Default that has occurred and is continuing under Section 8.01 (a), (b), (e), (f), (g), (j) (solely with respect to this Agreement, including Article IX) or (k).

“ Material Acquisition ” means any acquisition of property or series of related acquisitions of property that (a) constitutes (i) assets comprising all or substantially all or any significant portion of a business or operating unit of a business, division, product line (including rights in respect of any drug or other pharmaceutical product) or line of business, or (ii) all or substantially all of the common stock or other Equity Interests of a Person, and (b) involves the payment of consideration (including the aggregate principal amount of any Indebtedness that is assumed by Ultimate Parent or any Subsidiary following such acquisition) by Ultimate Parent and its Subsidiaries in excess of $300,000,000 (including the value of any Equity Interests of Ultimate Parent or any of its Subsidiaries used as consideration in any such transaction).

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the business, results of operations or financial condition of Ultimate Parent and its Subsidiaries taken as a whole; (b) a material adverse effect on the ability of any Loan Party to perform its payment Obligations under any Loan Document to which it is a party; or (c) a material adverse effect on the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“ Material Disposition ” means any Disposition of property or series of Dispositions of property (other than any sale and leaseback transaction or any Permitted Receivables Transfer, in each case to the extent the Indebtedness or Liens arising in connection therewith are permitted under Sections 7.01 and 7.02 ) that yield gross proceeds (including the aggregate principal amount of any Indebtedness of Ultimate Parent or any Subsidiary that is assumed by another Person following such Disposition) to Ultimate Parent or any of its Subsidiaries in excess of $300,000,000.

“ Material Indebtedness ” means Indebtedness (other than the Obligations) of any one or more of Ultimate Parent and its Subsidiaries in an aggregate principal amount exceeding $200,000,000.

“ Material Subsidiary ” means each Subsidiary of Ultimate Parent that meets any of the following tests: (a) its assets equal or exceed 5% of Consolidated Total Assets of Ultimate Parent as of the last day of Ultimate Parent’s most recently ended fiscal quarter, or (b) its revenues equal or exceed 5% of the total revenues of Ultimate Parent and its Subsidiaries on a consolidated basis as of the last day of Ultimate Parent’s most recently ended fiscal quarter for the four consecutive fiscal quarters ending with such fiscal quarter; provided that if the Subsidiaries that meet either of the tests in clause (a) or (b) , when combined with revenues generated or assets owned directly by Loan Parties and Material Subsidiaries (excluding any assets or revenues located or generated at Subsidiaries that are neither Loan Parties nor Material Subsidiaries), aggregate less than 90% of the Consolidated Total Assets or total revenues of Ultimate Parent on a consolidated basis, Ultimate Parent shall identify additional Subsidiaries to constitute Material Subsidiaries until such threshold is met.

“ Maturity Date ” means September 16, 2018; provided , however , that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“ Merger Agreement ” has the meaning specified in the recitals hereto.

“ Merger Sub 1 ” has the meaning specified in the recitals hereto.

“ Merger Sub 2 ” has the meaning specified in the recitals hereto.

“ Milestone Payments ” means payments made under contractual arrangements arising in connection with any acquisition (or licensing) of assets or Equity Interests by Ultimate Parent or any Subsidiary to the sellers (or licensors) of the assets or Equity Interests acquired (or licensed) under such contractual arrangements based on the achievement of specified revenue, profit or other performance targets (financial or otherwise).

“ MLPF&S ” means Merrill Lynch, Pierce, Fenner & Smith Incorporated and its successors.

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which Ultimate Parent or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ Net Worth ” means, as at any time, the sum of Consolidated Total Assets of Ultimate Parent less all liabilities of Ultimate Parent and its Subsidiaries, at such time, calculated in accordance with GAAP on a consolidated basis.

“ Non-Extension Notice Date ” has the meaning specified in Section 2.04(b)(iii) .

“ Non-U.S. Lender ” means any Lender that is not a “United States person,” as such term is defined in Section 7701(a)(3) of the Code.

“ Note ” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender to the Borrower, substantially in the form of Exhibit F .

“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“ OFAC ” has the meaning specified in Section 5.13 .

“ OFAC Countries ” has the meaning specified in Section 5.13 .

“ OFAC Listed Person ” has the meaning specified in Section 5.13 .

“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws; (b) with respect to any limited liability company, the certificate or articles of formation, association or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Original Closing Date ” means September 16, 2011.

“ Originators ” means Ultimate Parent and/or any of its Subsidiaries in their respective capacities as parties to any Receivables Purchase Documents as sellers or transferors of any Receivables and Related Security in connection with a Permitted Receivables Transfer.

“ Other Taxes ” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

three months until November 17, 2014, such extended date shall thereafter be considered the Outside Date; provided , further, that if on the Outside Date as extended pursuant to the preceding proviso, the condition set forth in Section 7.1(d) of the Merger Agreement and/or the condition set forth in Section 7.1(c) of the Merger Agreement (if the applicable Adverse Law or Order is an order or injunction of a court of competent jurisdiction under an Antitrust Law) has not been satisfied but all other conditions to the Closing set forth in Article VII of the Merger Agreement have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, which conditions shall be capable of being satisfied), and either Ultimate Parent or the Acquired Business have, prior to November 17, 2014, extended the “Outside Date” under to the Merger Agreement by an additional one month until December 17, 2014, such extended date shall thereafter be considered the Outside Date.

“ Outstanding Amount ” means (i) with respect to Committed Loans on any date, the US Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Committed Loans occurring on such date; (ii) with respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on such date; (iii) with respect to Bid Loans on any date, the US Dollar Equivalent of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Bid Loans occurring on such date; and (iv) with respect to any L/C Obligations on any date, the US Dollar Equivalent of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“ Overnight Rate ” means, for any day, (a) with respect to any amount denominated in US Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate reasonably determined by the Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency or a Discretionary Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency or Discretionary Alternative Currency, as the case may be, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Administrative Agent in the applicable offshore interbank market for the applicable Alternative Currency or Discretionary Alternative Currency to major banks in such interbank market.

“ Participant ” has the meaning specified in Section 11.06(e) .

“ Participant Register ” has the meaning specified in Section 11.06(e) .

“ Participating Member State ” means each state so described in any EMU Legislation.

“ Passive Holding Companies ” has the meaning specified in Section 7.09 .

“ Patriot Act ” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Act ” means the Pension Protection Act of 2006.

“ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Ultimate Parent or any ERISA Affiliate or to which Ultimate Parent or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“ Permitted Receivables Transfer ” means (a) a sale or other transfer by an Originator to an SPV or any other Person of Receivables and Related Security for fair market value and without recourse (except for limited recourse typical of such structured finance transactions), and/or (b) a sale or other transfer by an Originator or an SPV to (i) purchasers of or other investors in such Receivables and Related Security or (ii) any other Person (including an SPV) in a transaction in which purchasers or other investors purchase or are otherwise transferred such Receivables and Related Security, in each case pursuant to and in accordance with the terms of the applicable Receivables Purchase Documents.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of Ultimate Parent or any ERISA Affiliate or any such Plan to which Ultimate Parent or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“ Platform ” has the meaning specified in Section 6.02 .

“ Post-Closing Restructuring ” means, collectively, all intercompany transactions between Ultimate Parent and one or more of its Subsidiaries or among two or more Subsidiaries that, in each case do not result in a change of jurisdiction of the Borrower to a jurisdiction other than Luxembourg, Ireland, Bermuda, Puerto Rico or the United States or a political subdivision thereof or involve the release of (a) Ultimate Parent as a Guarantor under this Agreement, (b) so long as Actavis is an obligor in respect of the 5.00% Senior Notes due 2014, the 6.125% Notes due 2019, the 1.875% Senior Notes due 2017, the 3.250% Notes due 2022 or the 4.625% Notes due 2042 due pursuant to that certain Base Indenture, dated as of August 24, 2009, as amended and supplemented through the Third Supplemental Indenture, dated as of October 2, 2012

(collectively, the “ Existing Notes ”), Actavis as a Guarantor under this Agreement or (c) so long as Actavis SCS is an obligor in respect of the 1.300% Notes due 2017, the 2.450% Notes due 2019, the 3.850% Notes due 2024 or the 4.850% Notes due 2044, Actavis SCS as a Guarantor under this Agreement.

“ Pre-Advanced Funds ” has the meaning specified in Section 2.02(d) .

“ Pre-Funding Compensation Amount ” has the meaning specified in Section 2.02(d) .

“ Pre-Funding Date ” has the meaning specified in Section 2.02(c) .

“ Protesting Lender ” has the meaning specified in Section 11.21(b) .

“ Public Lender ” has the meaning specified in Section 6.02 .

“ Receivables ” means, with respect to any Originator or SPV, such Originator’s or SPV’s presently existing and hereafter arising or acquired accounts, accounts receivable, and all present and future rights of such Originator or SPV to payment for goods sold or leased or for services rendered (except those evidenced by instruments or chattel paper), whether or not they have been earned by performance, and all rights in any merchandise or goods which any of the same may represent, and all rights, title, security and guarantees with respect to each of the foregoing, including, without limitation, any right of stoppage in transit.

“ Receivables and Related Security ” means the Receivables and the related security and collections with respect thereto which are sold or transferred by any Originator or SPV in connection with any Permitted Receivables Transfer.

“ Receivables Facility Attributable Indebtedness ” means the amount of obligations outstanding under a Receivables Purchase Facility on any date of determination that would be characterized as principal if such facility were structured as a secured lending transaction rather than as a purchase.

“ Receivables Purchase Documents ” means any series of receivables purchase or sale agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which one or more Originators sell or transfer to one or more SPVs all of their respective rights, title and interests in and to certain Receivables and Related Security for further sale or transfer to other purchasers of or investors in such assets (and the other documents, instruments and agreements executed in connection therewith), as any such agreements may be amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“ Receivables Purchase Facility ” means the securitization facility made available to Ultimate Parent and its Subsidiaries, pursuant to which the Receivables and Related Security of the Originators are transferred to one or more SPVs, and thereafter to certain investors, pursuant to the terms and conditions of the Receivables Purchase Documents.

“ Refinancing ” means the termination 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 by that certain Amendment No. 1, dated as of December 2, 2013, and payment in full any indebtedness (other than contingent indemnification obligations) outstanding thereunder.

“ Register ” has the meaning specified in Section 11.06(d) .

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the directors, officers, employees and agents of such Person and of such Person’s Affiliates.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived under current law.

“ Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to a Bid Loan, a Bid Request, (c) with respect to an L/C Credit Extension, a Letter of Credit Application, and (d) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“ Required Lenders ” means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if the Commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender will be excluded for purposes of making a determination of Required Lenders.

“ Responsible Officer ” means the chief executive officer, a manager ( gérant ), an authorized signatory acting jointly with a manager ( gérant ), a director, the chief financial officer, a vice president, the vice president and treasurer, chief legal officer or the vice president and controller of any Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of any Loan Party will be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party, and such Responsible Officer will be conclusively presumed to have acted on behalf of such Loan Party.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of Ultimate Parent, the Borrower or any Material Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to Ultimate Parent’s shareholders, partners or members (or the equivalent Person thereof).

“ Revaluation Date ” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency or a Discretionary Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Committed Loan denominated in an Alternative Currency pursuant to Section 2.02 , and (iii) such additional dates as the Administrative Agent will determine or, in the case of any Committed

Loan, the Required Lenders will require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and (iv) such additional dates as the Administrative Agent or the L/C Issuer will determine or the Required Lenders will require.

“ S&P ” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Financial, Inc. and any successor thereto.

“ Same Day Funds ” means (a) with respect to disbursements and payments in US Dollars, immediately available funds, (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency and (c) with respect to disbursements and payments in a Discretionary Alternative Currency, same day or other funds as may be determined by the Administrative Agent to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Discretionary Alternative Currency.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Second Amendment Agreement ” means that certain Second Amendment Agreement to this Agreement, dated as of the Second Restatement Effective Date, by and among Borrower, Actavis, Ultimate Parent, the lenders party thereto, and Bank of America, as Administrative Agent.

“ Second Restatement Effective Date ” means the date on which the conditions precedent set forth in Section 4 of the Second Amendment Agreement have been satisfied, which date is June 30, 2014.

“ Second Merger ” has the meaning specified in the recitals hereto.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

businesses in which it is engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date, (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, and (f) such Person is “solvent” within the meaning given to that term and similar terms under the Bankruptcy Code of the United States and applicable Laws relating to fraudulent transfers and conveyances. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Special Notice Currency ” means, at any time, an Alternative Currency or a Discretionary Alternative Currency that is not the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

“ Spot Rate ” for a currency means the rate determined by (a) with respect to an Alternative Currency, the Administrative Agent or the L/C Issuer, as applicable, and (b) with respect to a Discretionary Alternative Currency, the Administrative Agent, in each case to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that (i) with respect to an Alternative Currency, the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer and (ii) with respect to a Discretionary Alternative Currency, the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent, in each case if the Person acting in such capacity does not have, as of the date of determination, a spot buying rate for any such currency; and provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“ SPV ” means any special purpose entity established for the purpose of purchasing receivables in connection with a receivables securitization transaction permitted under the terms of this Agreement.

“ Sterling ” and “ £ ” mean the lawful currency of the United Kingdom.

“ Subsidiary ” means, with respect to any Person, a corporation, partnership, joint venture, limited liability company or other business entity (a) of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or (b) that is, at the time any determination is made, otherwise Controlled, by such Person or one or more subsidiaries of such Person or by such Person and one or more subsidiaries of such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” will refer to a Subsidiary or Subsidiaries of Ultimate Parent. For the avoidance of doubt, prior to the consummation of the Acquisition, the Acquired Business and its Subsidiaries shall not constitute a Subsidiary or Subsidiaries of Ultimate Parent.

“ Subsidiary Guarantor ” means (a) Actavis, (b) Actavis SCS and (c) each other Subsidiary of Ultimate Parent that, after the Second Restatement Effective Date, becomes a party to this Agreement as a “Guarantor” either at the election of Ultimate Parent or as required by Section 6.12 by executing and delivering to the Administrative Agent a Subsidiary Guarantor Counterpart. As of the Second Restatement Effective Date, Actavis and Actavis SCS are the only Subsidiary Guarantors.

“ Subsidiary Guarantor Counterpart ” means the Subsidiary Guarantor Counterpart Agreement to be entered into by any Subsidiary Guarantor (other than Actavis and Actavis SCS) in favor of the Administrative Agent, substantially in the form of Exhibit G .

“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) of this definition, the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender) or any third party in the business of determining such values acceptable to the Administrative Agent.

“ Swing Line Borrowing ” means a borrowing of a Swing Line Loan pursuant to Section 2.05 .

“ Swing Line Lender ” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“ Swing Line Loan ” has the meaning specified in Section 2.05(a) .

“ Swing Line Loan Notice ” means a notice of a Swing Line Borrowing pursuant to Section 2.05(b) , which, if in writing, will be substantially in the form of Exhibit I.

“ Swing Line Sublimit ” means an amount equal to the lesser of (a) $50,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.

“ Syndication Agent ” means Wells Fargo Bank, N.A., in its capacity as syndication agent.

“ Synthetic Lease Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment), and the amount of such obligation shall be the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as capital lease.

“ TARGET Day ” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Total Outstandings ” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“ Transactions ” means, collectively, (a) the consummation of the Acquisition, (b) the Refinancing, (c) the execution and delivery by the Loan Parties of the Second Amendment Agreement, (d) the execution and delivery of the Actavis Term Loan Credit Agreement, and the borrowing of the loans thereunder, (e) the execution and delivery of the Cash Bridge Credit Agreement and the borrowing of loans thereunder and (f) the issuance and sale by Actavis SCS of senior unsecured notes in an aggregate amount of $3,700,000,000.

“ Type ” means (a) with respect to a Committed Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan, and (b) with respect to a Bid Loan, its character as an Absolute Rate Loan or a Eurocurrency Margin Bid Loan.

“ Ultimate Parent ” means Actavis plc and its successors.

“ United States ” and “ U.S. ” mean the United States of America.

“ Unreimbursed Amount ” has the meaning specified in Section 2.04(c)(ii) .

“ Unused Commitment Fee ” has the meaning specified in Section 2.10(a) .

“ US Dollar ” and “ $ ” mean lawful money of the United States.

“ US Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in US Dollars, such amount, (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in US Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of US Dollars with such Alternative Currency and (c) with respect to any amount denominated in any Discretionary Alternative Currency, the equivalent amount thereof in US Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of US Dollars with such Discretionary Alternative Currency.

“ Voidable Transfer ” has the meaning specified in Section 9.10 .

“ Warner Chilcott ” means Warner Chilcott plc, a public limited company incorporated under the laws of Ireland.

“ Warner Chilcott Company ” means Warner Chilcott Company, LLC, a limited liability company organized under the Laws of Puerto Rico.

“ Warner Chilcott Finance ” means Warner Chilcott Finance, LLC, a Delaware limited liability company.

“ WC SEC Documents ” means all reports, schedules, forms, proxy statements, prospectuses (including prospectus supplements), registration statements and other information filed by Warner Chilcott with the SEC or furnished by Warner Chilcott to the SEC pursuant to the Securities Exchange Act.

“ WC Term Loan Credit Agreement ” means that certain Amended and Restated WC Term Loan Credit and Guaranty Agreement, dated as of June 9, 2014, among Ultimate Parent, Intermediate Parent and Warner Chilcott Finance, as a guarantors thereunder, Warner Chilcott Corporation, a Delaware corporation, Actavis WC 2 S.à r.l., a private limited liability company ( société à responsabilité limitée ) incorporated under the laws of the Grand Duchy of Luxembourg, and Warner Chilcott Company, as borrowers, each lender from time to time party thereto and Bank of America, as administrative agent thereunder, as amended, restated, supplemented or otherwise modified from time to time.

“ Wholly Owned Subsidiary ” means, with respect to any Person, a Subsidiary of such Person all the Equity Interests of which (except for directors’ qualifying shares) are, at the time any determination is being made, owned, Controlled or held by such Person and/or one or more wholly owned Subsidiaries of such Person.

“ Withholding Agents ” means any Loan Party and the Administrative Agent.

1.02 Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein will apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun will include the

corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” will be deemed to be followed by the phrase “without limitation.” The word “ will ” will be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person will be construed to include such Person’s successors and assigns, (iii) the words “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, will be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules will be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law will include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation will, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” will be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and will not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms . (a) Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of Ultimate Parent and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

to be computed in accordance with GAAP prior to such change therein and (ii) Ultimate Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. For the avoidance of doubt, all calculations, ratios and computations with respect to leases contained in this Agreement will be computed with respect to each lease in conformity with GAAP as in effect on the Second Restatement Effective Date.

(c) Pro Forma Calculations . All pro forma computations required to be made hereunder giving effect to any Material Acquisition or Material Disposition shall be calculated after giving pro forma effect thereto immediately after giving effect to such acquisition or disposition (and to any other such transaction consummated since the first day of the period for which such pro forma computation is being made and on or prior to the date of such computation) as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Sections 6.01(a) or 6.01(b) , and, to the extent applicable, the historical earnings and cash flows associated with the assets acquired or disposed of, any related incurrence or reduction of Indebtedness and any related cost savings, operating expense reductions and synergies which, in the case of reductions in cost, (i) are calculated on a basis that is consistent with Article 11 of Regulation S-X under the Securities Act of 1933, as amended or (ii) are implemented, committed to be implemented, the commencement of implementation of which has begun or reasonably expected to be implemented in good faith by the business that was the subject of any such asset acquisition, disposition or operational change within twelve (12) months of the date of such asset acquisition, disposition or operational change and that are factually supportable and quantifiable and expected to have a continuing impact, as if, in the case of each of clauses (i) and (ii) , all such reductions in costs had been effected as of the beginning of such period, decreased by any non-one-time incremental expenses incurred or to be incurred during the prior twelve month period in order to achieve such reduction in costs. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Contract applicable to such Indebtedness).

1.04 Exchange Rates; Currency Equivalents . (a) The Administrative Agent or the L/C Issuer, as applicable, will determine the Spot Rates as of each Revaluation Date to be used for calculating US Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. The Administrative Agent will determine the Spot Rates as of each Revaluation Date to be used for calculating US Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Discretionary Alternative Currencies. Such Spot Rates will become effective as of such Revaluation Date and will be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Ultimate Parent hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than US Dollars) for purposes of the Loan Documents will be such US Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable.

(b) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Committed Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in US Dollars, but such Committed Borrowing, Eurocurrency Rate Committed Loan or Letter of Credit is denominated in an Alternative Currency, such amount will be the relevant Alternative Currency Equivalent of such US Dollar amount (rounded to the nearest unit of such Alternative Currency with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be.

(c) Wherever in this Agreement in connection with a Bid Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Bid Loan, an amount, such as a required minimum or multiple amount, is expressed in US Dollars, but such Bid Borrowing or Eurocurrency Rate Bid Loan is denominated in a Discretionary Alternative Currency, such amount will be the relevant Discretionary Alternative Currency Equivalent of such US Dollar amount (rounded to the nearest unit of such Discretionary Alternative Currency with 0.5 of a unit being rounded upward), as determined by the Administrative Agent

1.05 Additional Alternative Currencies . (a) The Borrower may from time to time request that Eurocurrency Rate Committed Loans or Absolute Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than US Dollars) that is readily available and freely transferable and convertible into US Dollars. In the case of any such request with respect to the making of Eurocurrency Rate Committed Loans, such request will be subject to the approval of the Administrative Agent and the Lenders; in the case of any such request with respect to the making of Bid Loans, such request will be subject to the approval of the Administrative Agent and will be deemed acceptable to any Lender submitting a Competitive Bid in connection with such Bid Loan; and in the case of any such request with respect to the issuance of Letters of Credit, such request will be subject to the approval of the Administrative Agent and the L/C Issuer.

(b) Any such request will be made to the Administrative Agent not later than 10:00 a.m., 20 Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent will promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent will promptly notify the L/C Issuer thereof. Any such request pertaining to a particular Bid Loan must be set forth in the corresponding Bid Request following approval thereof by the Administrative Agent. Each Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) will notify the Administrative Agent, not later than 10:00 a.m., ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

(c) Any failure by a Lender or the L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence will be deemed to be a refusal by such Lender or the L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans to be

made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Lenders consent to making Eurocurrency Rate Loans in such requested currency, the Administrative Agent will so notify the Borrower and Ultimate Parent and such currency will thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Committed Borrowings of Eurocurrency Rate Loans; if the Administrative Agent consents to making Bid Loans in such requested currency, the Administrative Agent shall so notify the Borrower and Ultimate Parent and such currency will thereupon be deemed for all purposes to be a Discretionary Alternative Currency hereunder for purposes of any Bid Borrowing; and if the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent will so notify the Borrower and such currency will thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent will fail to obtain consent to any request for an additional currency under this Section 1.05 , the Administrative Agent will promptly so notify the Borrower and Ultimate Parent.

1.06 Change of Currency . (a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the Second Restatement Effective Date will be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency will be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis will be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Committed Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement will take effect, with respect to such Committed Borrowing, at the end of the then current Interest Period.

(b) Each provision of this Agreement will be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c) Each provision of this Agreement also will be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

1.07 Times of Day . Unless otherwise specified, all references herein to times of day will be references to Eastern time (daylight or standard, as applicable).

1.08 Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any time will be deemed to be the US Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit will be deemed to be the US Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.09 Rounding . Any financial ratios required to be maintained by Ultimate Parent pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.10 Schedules . Notwithstanding anything in this Agreement to the contrary, solely with respect to any changes relating to the Acquired Business and its Subsidiaries and only to the extent permitted by the Merger Agreement, to the extent any changes or updates occur between the Second Restatement Effective Date and the Closing Date which would make the contents of Schedules 7.01 and/or 7.02 incorrect or incomplete, Ultimate Parent may deliver to the Administrative Agent an updated version of such Schedules on or prior to the Closing Date, which updated version shall replace the version of such Schedules delivered on the Second Restatement Effective Date without any requirement for any amendment or any consent by the Administrative Agent, any Lender or Ultimate Parent. For the avoidance of doubt, such Schedules may not be amended pursuant to this Section 1.10 after the Closing Date.

ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 Committed Loans . Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “ Committed Loan ”) to the Borrower in US Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings will not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Commitment, and (iii) the aggregate Outstanding Amount of all Committed Loans, all Bid Loans and all Letters of Credit denominated in Alternative Currencies will not exceed the Alternative Currency Sublimit. For the avoidance of doubt, Loans outstanding under the Existing Credit Agreement immediately prior to the Second Restatement Effective Date shall continue as Loans under this Agreement upon the effectiveness of this Agreement. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01 , prepay under Section 2.06 , and reborrow under this Section 2.01 . Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

2.02 Borrowings, Conversions and Continuations of Committed Loans . (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Committed Loans will be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone (and confirmed promptly by hand delivery, fax or email). Each such notice must be received by the

Administrative Agent not later than 12:00 noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurocurrency Rate Committed Loans denominated in US Dollars to Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans; provided , however , that if the Borrower wishes to request Eurocurrency Rate Committed Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 12:00 noon (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in US Dollars, or (ii) five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, whereupon the Administrative Agent will give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon, (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in US Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, the Administrative Agent will notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by hand delivery, fax or e-mail to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Committed Loans will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c) , each Committed Borrowing of or conversion to Base Rate Committed Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) will specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which will be a Business Day) and, if applicable, the requested Pre-Funding Date, (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If the Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested will be made in US Dollars. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice, then the applicable Committed Loans will be made as Base Rate Loans. If the Borrower fails to give timely notice requesting a conversion or continuation of a Eurocurrency Rate Committed Loan, such Eurocurrency Rate Committed Loan will be continued with an Interest Period of one month and in its original currency. If the Borrower requests a Borrowing of, conversion to, or continuation

of Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent will promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent will notify each Lender of the details of any continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Lender will make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. If the Pre-Funding Date has been specified, the Administrative Agent shall make such funds available not later than 9:00 a.m. on the Business Day on which the Administrative Agent receives the evidence referred to above that the conditions in Section 4.03 are satisfied (or waived). Upon satisfaction (or waiver) of the applicable conditions set forth in Section 4.02 (or, in the case of Acquisition Loans, Section 4.03 ), the Administrative Agent will make all funds so received available to the Borrower in like and Same Day Funds as received by the Administrative Agent not later than 2:00 p.m. on the Business Day such funds are so received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in US Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, will be applied to the payment in full of any such L/C Borrowings, and, second, will be made available to the Borrower as provided above.

(c) Following the Second Restatement Effective Date, the Borrower may require that Lenders transfer funds to the Administrative Agent in advance of the anticipated Closing Date set forth in the Loan Notice to hold in reserve pursuant to Section 2.02(d) , by specifying, in the relevant Loan Notice, the date (the “ Pre-Funding Date ”) upon which Lenders shall deliver such funds to the Administrative Agent to be held in reserve (which requested Pre-Funding Date may be no earlier than three Business Days prior to the anticipated Closing Date set forth in the Loan Notice). In the event the Borrower specifies a Pre-Funding Date in a Loan Notice, then such Loan Notice shall be submitted not later than (i) 12:00 noon three Business Days prior to the Pre-Funding Date of any Borrowing of Eurodollar Rate Loans, and (ii) 10:00 a.m. on the Pre-Funding Date of any Borrowing of Base Rate Loans.

(d) If a Pre-Funding Date is specified in a Loan Notice, on the requested Pre-Funding Date, no later than 1:00 p.m., each Lender shall deliver to the Administrative Agent an amount equal to its Applicable Percentage of the Loans requested to be made on the Closing Date, by

wire transfer of immediately available funds to the account of the Administrative Agent designated by it for such purpose by notice to the Lenders and each Lender hereby irrevocably authorizes the Administrative Agent to release such funds (the “ Pre-Advanced Funds ”) and use them to fund such Lender’s Applicable Percentage of the Loans on the Closing Date unless the Administrative Agent shall have received written notice from such Lender prior to 9:00 a.m. on the anticipated Closing Date set forth in the Loan Notice that any one or more of the conditions precedent in Section 4.03 has not been satisfied specifying both the conditions precedent that have not been satisfied and its objection thereto. The Pre-Advanced Funds shall be held in reserve by the Administrative Agent for the benefit of such Lender, upon the following terms:

(i) The Administrative Agent shall release the Pre-Advanced Funds only as follows: (A) the Administrative Agent shall release the Pre-Advanced Funds of each Lender to fund such Lender’s Applicable Percentage of the Loans on the Closing Date, without any further authorization from such Lender, or (B) if for any reason the Closing Date does not occur on or before 11:59 p.m. on the date that is two Business Days after the proposed Closing Date set forth in the Loan Notice, the Administrative Agent shall promptly return to each Lender the portion of the Pre-Advanced Funds delivered by such Lender.

(ii) The Administrative Agent shall hold the Pre-Advanced Funds in a non-interest bearing account with Bank of America.

(iii) It is understood and agreed that, except as set forth in Section 2.02(c) , the Borrower shall have no right, title or interest in any Pre-Advanced Funds, and shall have no right to give directions to the Administrative Agent with regard to investment, application or release of such funds or otherwise with respect to such funds. Whether or not the Closing Date occurs and whether or not Loans are made on the Closing Date, the Borrower agrees to pay to each Lender an amount (the “ Pre-Funding Compensation Amount ”) that is equal to the amount of interest that would have accrued hereunder on its Pre-Advanced Funds (at the rate(s) requested by the Borrower in the Loan Notice) if such Pre-Advanced Funds had been used to fund Loans on the Pre-Funding Date (or, if later, the date such funds were delivered to the Administrative Agent to be placed in reserve) and as if such Loans were outstanding for the period of time that such Pre-Advanced Funds remain in reserve. To the extent that a Lender’s Pre-Advanced Funds are used to fund its Applicable Percentage of Loans made on the Closing Date, (x) such Loans shall be deemed to have been made by such Lender on the date that such Lender funded its Pre-Advanced Funds and having an Interest Period, if applicable, commencing on the Closing Date and (y) the Pre-Funding Compensation Amount shall be due and payable by the Borrower to such Lender on the first Interest Payment Date following the Closing Date. To the extent that all or any part of a Lender’s Pre-Advanced Funds are returned to such Lender for any reason and are not used to fund Loans, the Pre-Funding Compensation Amount shall be due and payable by the Borrower to such Lender within one Business Day after demand, together with any amount payable pursuant to Section 3.05.

(e) Except as otherwise provided herein, a Eurocurrency Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate

Committed Loan. During the existence of an Event of Default, no Loans may be converted to or continued as Eurocurrency Rate Committed Loans (whether in US Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Committed Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the US Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.

(f) The Administrative Agent will promptly notify the Borrower and Ultimate Parent and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Committed Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent will notify the Borrower and the Lenders of any change in the prime rate used in determining the Base Rate promptly following the public announcement of such change.

(g) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there will not be more than ten Interest Periods in effect with respect to Committed Loans.

2.03 Bid Loans .

(a) General . Subject to the terms and conditions set forth herein, each Lender agrees that the Borrower or Ultimate Parent may from time to time request the Lenders to submit offers to make loans in a Discretionary Alternative Currency (each such loan, a “ Bid Loan ”) to the Borrower prior to the Maturity Date pursuant to this Section 2.03 ; provided, however, that after giving effect to any Bid Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of all Bid Loans and all Committed Loans and all Letters of Credit denominated in Alternative Currencies will not exceed the Alternative Currency Sublimit. There shall not be more than ten different Interest Periods in effect with respect to Bid Loans at any time.

(b) Requesting Competitive Bids . The Borrower may request the submission of Competitive Bids by delivering a Bid Request to the Administrative Agent not later than 12:00 noon five Business Days prior to the requested date of any Bid Borrowing (or six Business Days in the case of any Special Notice Currency). Each Bid Request shall specify (i) the requested date of the Bid Borrowing (which shall be a Business Day), (ii) the aggregate principal amount of Bid Loans requested (which must be $5,000,000 or a whole multiple of $1,000,000 in excess thereof, except at initial funding), (iii) the Type of Bid Loans requested, (iv) the duration of the Interest Period with respect thereto, and (v) the requested Discretionary Alternative Currency, and shall be signed by a Responsible Officer of the Borrower. No Bid Request shall contain a request for (i) more than one Type of Bid Loan or (ii) Bid Loans having more than three different Interest Periods. Bid Loans may only be Absolute Rate Loans or Eurocurrency Margin Bid Loans. Unless the Administrative Agent otherwise agrees in its sole discretion, the Borrower may not submit a Bid Request if it has submitted another Bid Request within the prior 30 days.

(i) The Administrative Agent shall promptly notify each Lender of each Bid Request received by it from the Borrower and the contents of such Bid Request.

(ii) Each Lender may (but shall have no obligation to) submit a Competitive Bid containing an offer to make one or more Bid Loans in response to such Bid Request. Such Competitive Bid must be delivered to the Administrative Agent not later than 11:30 a.m. four Business Days prior to the requested date of any Bid Borrowing (or five Business Days in the case of any Special Notice Currency); provided, however, that any Competitive Bid submitted by Bank of America in its capacity as a Lender in response to any Bid Request must be submitted to the Administrative Agent not later than 11:15 a.m. on the date on which Competitive Bids are required to be delivered by the other Lenders in response to such Bid Request. Each Competitive Bid shall specify (A) the proposed date of the Bid Borrowing; (B) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the bidding Lender, (y) must be $5,000,000 or a whole multiple of $1,000,000 in excess thereof, except at initial funding, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (C) if the proposed Bid Borrowing is to consist of Absolute Rate Bid Loans, the Absolute Rate offered for each such Bid Loan and the Interest Period applicable thereto; (D) if the proposed Bid Borrowing is to consist of Eurocurrency Margin Bid Loans, the Eurocurrency Bid Margin with respect to each such Eurocurrency Margin Bid Loan and the Interest Period applicable thereto; (E) that such bidding Lender may advance the Bid Borrowing in the proposed Discretionary Alternative Currency, and (F) the identity of the bidding Lender.

(iii) Any Competitive Bid shall be disregarded if it (A) is received after the applicable time specified in clause (ii) above, (B) is not substantially in the form of a Competitive Bid as specified herein, (C) contains qualifying, conditional or similar language, (D) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (E) is otherwise not responsive to such Bid Request. Any Lender may correct a Competitive Bid containing a manifest error by submitting a corrected Competitive Bid (identified as such) not later than the applicable time required for submission of Competitive Bids. Any such submission of a corrected Competitive Bid shall constitute a revocation of the Competitive Bid that contained the manifest error. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s Competitive Bid.

(iv) Subject only to the provisions of Sections 3.02 , 3.03 and 4.02 and clause (iii) above, each Competitive Bid shall be irrevocable.

(d) Notice to the Borrower and Ultimate Parent of Competitive Bids . Not later than 12:00 noon four Business Days prior to the requested date of any Bid Borrowing (or five Business Days in the case of any Special Notice Currency), the Administrative Agent shall notify the Borrower and Ultimate Parent of the identity of each Lender that has submitted a Competitive Bid that complies with Section 2.03(c) and of the terms of the offers contained in each such Competitive Bid.

(e) Acceptance of Competitive Bids . Not later than 12:30 p.m. four Business Days prior to the requested date of any Bid Borrowing (or five Business Days in the case of any Special Notice Currency), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers notified to it pursuant to Section 2.03(d) . The Borrower shall be under no obligation to accept any Competitive Bid and may choose to reject all Competitive Bids. In the case of acceptance, such notice shall specify the aggregate principal amount of Competitive Bids for each Interest Period that is accepted. The Borrower may accept any Competitive Bid in whole or in part; provided that:

(i) the aggregate principal amount of each Bid Borrowing may not exceed the applicable amount set forth in the related Bid Request;

(ii) the principal amount of each Bid Loan must be $5,000,000 or a whole multiple of $1,000,000 in excess thereof, except at initial funding;

(iii) the acceptance of offers may be made only on the basis of ascending Absolute Rates or Eurocurrency Bid Margins within each Interest Period; and

(iv) the Borrower may not accept any offer that is described in Section 2.03(c)(iii) or that otherwise fails to comply with the requirements hereof.

(f) Procedure for Identical Bids . If two or more Lenders have submitted Competitive Bids at the same Absolute Rate or Eurocurrency Bid Margin, as the case may be, for the same Interest Period, and the result of accepting all of such Competitive Bids in whole (together with any other Competitive Bids at lower Absolute Rates or Eurocurrency Bid Margins, as the case may be, accepted for such Interest Period in conformity with the requirements of Section 2.03(e)(iii) ) would be to cause the aggregate outstanding principal amount of the applicable Bid Borrowing to exceed the amount specified therefor in the related Bid Request, then, unless otherwise agreed by the Borrower, Ultimate Parent, the Administrative Agent and such Lenders, such Competitive Bids shall be accepted as nearly as possible in proportion to the amount offered by each such Lender in respect of such Interest Period, with such accepted amounts being rounded to the nearest whole multiple of $1,000,000.

(g) Notice to Lenders of Acceptance or Rejection of Bids . The Administrative Agent shall promptly notify each Lender having submitted a Competitive Bid whether or not its offer has been accepted and, if its offer has been accepted, of the amount of the Bid Loan or Bid Loans to be made by it on the date of the applicable Bid Borrowing. Any Competitive Bid or portion thereof that is not accepted by the Borrower by the applicable time specified in Section 2.03(e) shall be deemed rejected.

(h) Notice of Eurocurrency Rate . If any Bid Borrowing is to consist of Eurocurrency Margin Bid Loans, the Administrative Agent shall determine the Eurocurrency Rate for the relevant Interest Period, and promptly after making such determination, shall notify the Borrower, Ultimate Parent and the Lenders that will be participating in such Bid Borrowing of such Eurocurrency Rate.

(i) Funding of Bid Loans . Each Lender that has received notice pursuant to Section 2.03(g) that all or a portion of its Competitive Bid has been accepted by the Borrower

shall make the amount of its Bid Loan(s) available to the Administrative Agent in immediately available funds in the Discretionary Alternative Currency requested at the Administrative Agent’s Office not later than 2:00 p.m. on the date of the requested Bid Borrowing. Upon satisfaction of the applicable conditions set forth in Section 4.02 , the Administrative Agent shall make all funds so received available to the Borrower in like and Same Day Funds as received by the Administrative Agent not later than 3:00 p.m. on the date of the requested Bid Borrowing.

(j) Notice of Range of Bids . After each Competitive Bid auction pursuant to this Section 2.03 , the Administrative Agent shall notify each Lender that submitted a Competitive Bid in such auction of the ranges of bids submitted (without the bidder’s name) and accepted for each Bid Loan and the aggregate amount of each Bid Borrowing.

2.04 Letters of Credit .

(a) The Letter of Credit Commitment .

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.04 , (1) from time to time on any Business Day during the period from the Second Restatement Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in US Dollars or in one or more Alternative Currencies for the account of the Borrower or any other Subsidiary of Ultimate Parent, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any other Subsidiary of Ultimate Parent and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Outstandings will not exceed the Aggregate Commitments, (x) the Outstanding Amount of all Bid Loans plus the Outstanding Amount of all Committed Loans and all Letters of Credit denominated in Alternative Currencies will not exceed the Alternative Currency Sublimit, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations will not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit will be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the ability to obtain Letters of Credit will be fully revolving, and accordingly, during the foregoing period, Letters of Credit may be obtained to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii) The L/C Issuer will not issue any Letter of Credit, if:

(A) subject to Section 2.04(b)(iii) , the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date, such Letter of Credit is Cash Collateralized or a back-stop letter of credit issued by a bank or financial institution reasonably acceptable to the Administrative Agent and the L/C Issuer is provided thereof; or

(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.

(iii) The L/C Issuer will not be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator will by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Second Restatement Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Second Restatement Effective Date and which the L/C Issuer in good faith deems material to it;

(B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit issued to customers of the L/C Issuer that are similarly situated to the Borrower;

(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $250,000, in the case of a standby Letter of Credit;

(D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other than US Dollars or an Alternative Currency;

(E) the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; provided that such currency is not US Dollars; or

(F) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential

Fronting Exposure (after giving effect to Section 2.17(a)(iv) ) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v) The L/C Issuer will be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi) The L/C Issuer will act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit .

(i) Each Letter of Credit will be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower and, if applicable, any Subsidiary of Ultimate Parent. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 3:00 p.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application will specify in form and detail reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which will be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application will specify in form and detail reasonably satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which will be a Business Day);

(C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower will use its commercially reasonable efforts to furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.

(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing by hand delivery, fax or e-mail) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from the Lenders, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV will not then be satisfied (or waived), then, subject to the terms and conditions hereof, the L/C Issuer will, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender will be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower will not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders will be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer will not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.04(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing by hand delivery, fax or e-mail) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Lenders have elected not to permit such extension or (2) from the Administrative Agent, the Required Lenders or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (or waived), and in each such case directing the L/C Issuer not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and Ultimate Parent and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(i) On the Closing Date and without further action by any party hereto, the L/C Issuer shall be deemed to have granted to each Lender, and each Lender shall be deemed to have acquired from such L/C Issuer, a participation in each Existing Letter of Credit equal to such Lender’s Applicable Percentage of (i) the aggregate amount available to be drawn thereunder and (ii) the aggregate unpaid amount of any outstanding reimbursement obligations in respect thereof. Such participations shall be on all the same terms and conditions as participations otherwise granted under this Section 2.04(c) .

(ii) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer will notify the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency (or in a currency other than US Dollars or an Alternative Currency as provided in Section 2.04(a)(iii)(D) ), the Borrower will reimburse the L/C Issuer in such Alternative Currency (or such other currency as provided in Section 2.04(a)(iii)(D) ), unless (A) the L/C Issuer (at its option) will have specified in such notice that it will require reimbursement in US Dollars, or (B) in the absence of any such requirement for reimbursement in US Dollars, the Borrower will have notified the L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse the L/C Issuer in US Dollars. In the case of any such reimbursement in US Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency (or such other currency as provided in Section 2.04(a)(iii)(D) ), the L/C Issuer will notify the Borrower of the US Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 1:00 p.m. on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in US Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (or such other currency as provided in Section 2.04(a)(iii)(D) ) (each such date, an “ Honor Date ”), the Borrower will reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency (or, if notice of payment is delivered to the Borrower after 11:00 a.m. on the Honor Date, the next Business Day). If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent will promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in US Dollars in the amount of the US Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency or such other currency as provided in Section 2.04(a)(iii)(D) ) (the “ Unreimbursed Amount ”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower will be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in

Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(ii) may be given by telephone if immediately confirmed in writing by hand delivery, fax or e-mail; provided that the lack of such an immediate confirmation will not affect the conclusiveness or binding effect of such notice.

(iii) Each Lender will upon any notice pursuant to Section 2.04(c)(ii) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer, in US Dollars, at the Administrative Agent’s Office for US Dollar-denominated payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 2:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iv) , each Lender that so makes funds available will be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent will remit the funds so received to the L/C Issuer in US Dollars.

(iv) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower will be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will be due and payable on demand (together with interest) and will bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(iii) will be deemed payment in respect of its participation in such L/C Borrowing and will constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.04 .

(v) Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.04(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount will be solely for the account of the L/C Issuer.

(vi) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.04(c) , will be absolute and unconditional and will not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, any Loan Party, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the satisfaction of the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance will relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vii) If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(iii) , then, without limiting the other provisions of this Agreement, the L/C Issuer will be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will be conclusive absent manifest error.

(d) Repayment of Participations .

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.04(c) , if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in US Dollars and in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender will pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under this clause will survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute . The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing will be absolute, unconditional and irrevocable, and will be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the any Loan Party or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant currency markets generally; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary.

The Borrower will promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower will be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer . Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer will not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer will be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence, willful misconduct or bad faith; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to

its use of any Letter of Credit; provided, however, that this assumption is not intended to, and will not, preclude the Borrower and/or another Subsidiary of Ultimate Parent, as applicable, pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer will be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.04(e) ; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower and/or another Subsidiary of Ultimate Parent, as applicable, may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower or such other Subsidiary of Ultimate Parent, to the extent, but only to the extent, of any direct, as opposed to special, punitive, consequential or exemplary, damages suffered by them which they prove were caused by the L/C Issuer’s willful misconduct, gross negligence or bad faith or the L/C Issuer’s willful failure to pay or material breach in bad faith under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer will not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Applicability of ISP . Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP will apply to each Letter of Credit.

(h) Letter of Credit Fees . The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, in US Dollars, a Letter of Credit fee (the “ Letter of Credit Fee ”) for each Letter of Credit equal to the Applicable Rate times the US Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit. Each Defaulting Lender shall be entitled to receive Letter of Credit Fees pursuant to this Section 2.04(h) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credits for which it has provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.04; provided , however , any Letter of Credit Fees not payable for the account of a Defaulting Lender pursuant to this sentence shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credits pursuant to Section 2.17(a)(iv) , with the balance of such Letter of Credit Fees, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08 . Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer . The Borrower will pay directly to the L/C Issuer for its own account, in US Dollars, a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Agent Fee Letter, computed on the US Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee will be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit will be determined in accordance with Section 1.08 . In addition, the Borrower will pay directly to the L/C Issuer for its own account, in US Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(j) Conflict with Issuer Documents . In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof will control.

(k) Reporting . On a monthly basis, each L/C Issuer shall deliver to the Administrative Agent a list of all outstanding Letters of Credit issued by such L/C Issuer in such detail as the Administrative Agent shall reasonably request.

(l) Letters of Credit Issued for Subsidiaries . Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a or any other Subsidiary of Ultimate Parent, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of any other Subsidiary of Ultimate Parent inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

2.05 Swing Line Loans . (a) The Swing Line . Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05 , to make loans in US Dollars (each such loan, a “ Swing Line Loan ”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings will not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Commitment, and (iii) the Swing Line Lender

shall not be under any obligation to make any such Swing Line Loan if any Lender is at such time a Defaulting Lender, unless the Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swing Line Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such Swing Line Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv) ) with respect to the Defaulting Lender arising from either the Swing Line Loan then proposed to be made or that Swing Line Loan and all other Swing Line Loans then outstanding as to which the Swing Line Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion, and provided, further, that the Borrower will not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05 , prepay under Section 2.06 , and reborrow under this Section 2.05 . Each Swing Line Loan will be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender will be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

(b) Borrowing Procedures . Each Swing Line Borrowing will be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the requested borrowing date, and will specify (i) the amount to be borrowed, which will be a minimum of $500,000 or a whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which will be a Business Day. Each such telephonic notice must be confirmed promptly by hand delivery, fax or e-mail to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of the Lenders) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.05(a) , or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied (or waived), then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request will be made in writing (which written request will be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with

the requirements of Section 2.02 , without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the satisfaction of the conditions set forth in Section 4.02 . The Swing Line Lender will furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender severally agrees to make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 2:00 P.M. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii) , each Lender that so makes funds available will be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent will remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.05(c)(i) , the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein will be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.05(c)(i) will be deemed payment in respect of such participation.

(iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i) , the Swing Line Lender will be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid will constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) will be conclusive absent manifest error.

(iv) Each Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c) will be absolute and unconditional and will not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the any Loan Party, any Subsidiary or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the

foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.05(c) is subject to the satisfaction of the conditions set forth in Section 4.02 . No such funding of risk participations will relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations .

(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender will pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause will survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender . The Swing Line Lender will be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.05 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage will be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender . The Borrower will make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.06 Prepayments . (a) The Borrower may, upon notice from it to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in US Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in US Dollars will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies will be in a minimum principal amount of the US Dollar Equivalent of $5,000,000 or a whole

multiple of the US Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice will specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07 , then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07 . The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, it will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein, subject to revocation in connection with a conditional notice of termination as described above. Any prepayment of a Eurocurrency Rate Committed Loan will be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 . Each such prepayment will be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender.

(b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the prepayment, and (ii) any such prepayment will be in a minimum principal amount of $100,000. Each such notice will specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein, subject to revocation in connection with a conditional notice of termination as described in clause (a) above.

(c) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower will prepay Loans and/or the Borrower will Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.17(a)(ii) , the Borrower will not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(d) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

(d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans and all Letters of Credit denominated in an Alternative Currency, a Discretionary Alternative Currency or a currency (other than US Dollars or an Alternative Currency) described in Section 2.04(a)(iii)(D) , as applicable, at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower will prepay Loans in an Alternative Currency, a Discretionary Alternative Currency or such other currency, as applicable, Cash Collateralize Letters of Credit issued in an Alternative Currency, or any combination thereof, in an aggregate amount sufficient to reduce or Cash Collateralize such Outstanding Amount as of such date of payment to an amount not to exceed the Alternative Currency Sublimit then in effect.

2.07 Termination or Reduction of Commitments . The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice will be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction will be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower will not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, unless the Total Outstandings consist solely of the Outstanding Amount of L/C Obligations and the Borrower has concurrently Cash Collateralized the Outstanding Amount of L/C Obligations, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit will be automatically reduced by the amount of such excess. A notice of termination of the Aggregate Commitments delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned on the effectiveness of other credit facilities or the availability of a source of funds for the prepayment in full of the Obligations under this Agreement, in which case, such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Except as otherwise set forth above, the amount of any such Aggregate Commitment reduction will not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments will be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments will be paid on the effective date of such termination.

2.08 Repayment of Loans . (a) The Borrower will repay to the Lenders on the Maturity Date the aggregate principal amount of Committed Loans made to it outstanding on such date.

(b) The Borrower shall repay each Bid Loan on the last day of the Interest Period in respect thereof.

(c) The Borrower will repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Maturity Date.

2.09 Interest . (a) Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Loan will bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan will bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; (iii) each Bid Loan shall bear interest on the outstanding

principal amount thereof for the Interest Period therefor at a rate per annum determined in accordance with Section 2.03 ; and (iv) each Swing Line Loan will bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b) If any amount of principal of any Loan or any Unreimbursed Amount is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws, payable on demand.

(c) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(d) Interest on each Loan will be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder will be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.10 Fees . In addition to certain fees described in subsections (h) and (i) of Section 2.04 :

(a) Unused Commitment Fee . The Borrower shall pay to the Administrative Agent for the account of each Lender (other than a Defaulting Lender) in accordance with its Applicable Percentage, an unused commitment fee (the “Unused Commitment Fee”) in US Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the Outstanding Amount of all Committed Loans, Bid Loans and L/C Obligations. The Unused Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Section 4.02 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Second Restatement Effective Date, and on the last day of the Availability Period. The Unused Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of calculating the Unused Commitment Fee only, no portion of the Commitments shall be deemed utilized as a result of outstanding Swing Line Loans.

(b) Other Fees . (i) The Borrower will pay or cause to be paid to the Arrangers and the Administrative Agent for their own respective accounts, in US Dollars, fees in the amounts and at the times specified in the Agent Fee Letter. Such fees will be fully earned when paid and will not be refundable for any reason whatsoever.

(i) The Borrower will pay to the Lenders, in US Dollars, such fees as will have been separately agreed upon in writing in the amounts and at the times so specified. Such fees will be fully earned when paid and will not be refundable for any reason whatsoever.

2.11 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate . All computations of interest for Base Rate Loans and any Alternative Currency Loan denominated in Sterling (or any other currency with which it is customary to compute interest on the basis of a year of 365 or 366 days, as the case may be) will be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest will be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies and Discretionary Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest will accrue on each Loan for the day on which the Loan is made, and will not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made will, subject to Section 2.13(a) , bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder will be conclusive and binding for all purposes, absent manifest error.

2.12 Evidence of Debt . (a) The Credit Extensions made by each Lender will be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender will be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so will not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. The Administrative Agent will provide to the Borrower or Ultimate Parent, upon their request, a statement of Loans, payments and other transactions pursuant to this Agreement. Such statement will be deemed correct, accurate, and binding on the Borrower (except for corrections and errors discovered by the Administrative Agent), unless the Borrower or Ultimate Parent notifies the Administrative Agent in writing to the contrary within thirty (30) days after such statement is rendered. In the event a timely written notice of objections is given by the Borrower or Ultimate Parent, only the items to which exception is expressly made will be considered to be disputed by the Borrower. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent will control in the absence of manifest error. Upon the request of any Lender to the Borrower and Ultimate Parent made through the Administrative Agent, the Borrower will execute and deliver to such Lender (through the Administrative Agent) a Note, which will evidence such Lender’s Loans to the Borrower in addition to such accounts or records. Each Lender may attach schedules to a Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent will maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent will control in the absence of manifest error.

2.13 Payments Generally; Administrative Agent’s Clawback . (a) General . All payments to be made by the Borrower will be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency or a Discretionary Alternative Currency, all payments by the Borrower hereunder will be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in US Dollars and in Same Day Funds not later than 1:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency or denominated a Discretionary Alternative Currency will be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency or such Discretionary Alternative Currency, as applicable, and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency or a Discretionary Alternative Currency, it will make such payment in US Dollars in the US Dollar Equivalent of the Alternative Currency or the Discretionary Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender (which is not a Defaulting Lender) its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 1:00 p.m., in the case of payments in US Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency or a Discretionary Alternative Currency, will in each case be deemed received on the next succeeding Business Day and any applicable interest or fee will continue to accrue. If any payment to be made by the Borrower will come due on a day other than a Business Day, payment will be made on the next following Business Day, except (i) as otherwise set forth in the definition of Interest Period, (ii) that no payment will extend past the Maturity Date or the end of the Availability Period, or (iii) as otherwise agreed between the Borrower and Bid Lender with respect to a Bid Loan, and such extension of time will be reflected in computing interest or fees, as the case may be.

(b) Funding by Lenders; Presumption by Administrative Agent . (i) Unless the Administrative Agent will have received notice from a Lender prior to the proposed date of any Committed Borrowing of Eurocurrency Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 1:00 p.m. on the date of such Committed Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02 ) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but

excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender will pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent will promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid will constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Borrower will be without prejudice to any claim the Borrower may have against a Lender that will have failed to make such payment to the Administrative Agent.

(ii) Payments by the Borrower; Presumptions by Administrative Agent . Unless the Administrative Agent will have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) will be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent . If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to the Borrower as provided in the foregoing provisions of this Article II , and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent will return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders Several . The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder will not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender will be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c) .

(e) Funding Source . Nothing herein will be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.14 Sharing of Payments by Lenders . If any Lender will, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or such participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion will (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as will be equitable, so that the benefit of all such payments will be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations will be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section will not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.16, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant.

For purposes of this Section 2.14 , any calculation of pro rata shares of Loans will be determined on the basis of the Outstanding Amount of all Loans (and each Lender’s participation in Swing Line Loans) and all L/C Obligations (and each Lender’s participation therein) without distinction between Committed Loans, Swing Line Loans and Bid Loans.

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.15 Increase in Commitments . (a) Request for Increase . Provided there exists no Default and no Default would immediately result therefrom, upon notice to the Administrative Agent (which will promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $350,000,000; provided that any such request for an increase will be in a minimum amount of $50,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) will specify the time period within which each Lender is requested to respond (which will in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

(b) Lender Elections to Increase . Each Lender will notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period will be deemed to have declined to increase its Commitment.

(c) Notification by Administrative Agent; Additional Lenders . The Administrative Agent will notify the Borrower and Ultimate Parent and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent.

(d) Effective Date and Allocations . If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower will determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent will promptly notify the Borrower and Ultimate Parent and the Lenders of the final allocation of such increase and the Increase Effective Date.

(e) Conditions to Effectiveness of Increase . As a condition precedent to such increase, the Borrower will deliver to the Administrative Agent a certificate dated as of the Increase Effective Date signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower, if the Administrative Agent reasonably deems such resolutions necessary, approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties are already qualified by materiality, in which case such representations and warranties shall be true and correct in all respects, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15 , the representations and warranties contained in clauses (a) and (b) of Section 5.05 will be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 , and (B) no Default exists. The Borrower will prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 ) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

(f) Conflicting Provisions . This Section will supersede any provisions in Section 2.14 or 11.01 to the contrary.

2.16 Cash Collateral . (a) Certain Credit Support Events . (i) Upon the request of the Administrative Agent or the L/C Issuer (A) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing or (B) if, as of the Letter of Credit Expiration Date any L/C Obligation for any reason remains

outstanding, the Borrower shall, in each case, promptly, but in any event, if such request is made by 1:00 p.m., on the same Business Day and, if such request is made after 1:00 p.m., on the next Business Day, Cash Collateralize the then Outstanding Amount of all L/C Obligations.

(ii) At any time that there shall exist a Defaulting Lender, upon the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrower shall promptly, but in any event, if such request is made by 1:00 p.m., on the same Business Day and, if such request is made after 1:00 p.m., on the next Business Day, deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure relating to such Defaulting Lender (after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(iii) In addition, if the Administrative Agent notifies the Borrower and Ultimate Parent at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall Cash Collateralize the L/C Obligations in an amount equal to the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit.

(b) Grant of Security Interest . All Cash Collateral (other than credit support not constituting funds subject to deposit) will be maintained in blocked, segregated interest-bearing (such interest to be for the account of the Borrower if such Cash Collateral was provided by the Borrower) deposit accounts (“ Cash Collateral Accounts ”) at the Administrative Agent or, if consented to by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), another depositary institution that is a Lender; provided that the Borrower shall cause any depositary institution other than the Administrative Agent to take any actions necessary to enable the Administrative Agent to obtain Control (within the meaning of Section 9-104 of the Uniform Commercial Code as from time to time in effect in the State of New York) of such Cash Collateral Accounts, including executing and delivering and causing the relevant depositary bank to execute and deliver an agreement in form and substance reasonably satisfactory to the Administrative Agent. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such Cash Collateral Accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.16(c) . If at any time the Administrative Agent reasonably determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby (including by reason of exchange rate fluctuations), the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(c) Application . Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16 or Sections 2.04 , 2.05 , 2.06 ,

2.17 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d) Release . Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(c) )) or (ii) upon the Borrower’s request if there exists Cash Collateral in excess of the requirements of this Section 2.16 ; provided, however, that Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.16 may be otherwise applied in accordance with Section 8.03 ).

2.17 Defaulting Lenders .

(a) Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments . That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.01 .

(ii) Reallocation of Payments . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 11.08 ), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third , if so determined by the Administrative Agent or requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth , as Ultimate Parent may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth , if so determined by the Administrative Agent and Ultimate Parent, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth , to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this

Agreement; seventh , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees . That Defaulting Lender (x) shall not be entitled to receive any Unused Commitment Fee pursuant to Section 2.10(a) (and the Borrower shall not be required to pay any Unused Commitment Fee that otherwise would have been required to have been paid to that Defaulting Lender) for any period during which that Lender is a Defaulting Lender and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.04(h) .

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure . During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.05 , the “ Applicable Percentage ” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender.

(v) No Default . Operation of the allocations provided in clauses (ii) through (iv) above shall not be deemed to result in a default of the Borrower’s or any other Loan Party’s obligations to a Defaulting Lender under this Agreement or any other Loan Document.

(b) Defaulting Lender Cure . If (i) with respect to any Defaulting Lender pursuant to clause (c) of the definition of Defaulting Lender, the Administrative Agent, the Borrower and Ultimate Parent have received written confirmation from such Defaulting Lender that it will comply with its prospective funding obligations under this Agreement, or (ii) in each other case, Ultimate Parent, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in

writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the date such confirmation is so received or the effective date specified in such notice (and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)), as applicable, that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.17(a)(iv) ), together with any payments reasonably determined by the Administrative Agent to be necessary to compensate the non-Defaulting Lenders for any loss, cost or expense of the type described in Section 3.05 (all of which purchases are hereby consented to by Ultimate Parent and each Lender) whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes .

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes .

(i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require any Withholding Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by such Withholding Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii) If any Withholding Agent shall be required by applicable Law to withhold or deduct any Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) the Withholding Agent shall withhold or make such deductions as are determined by the Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by such Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholding or deductions applicable to additional sums payable under this Section 3.01 ) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by the Loan Parties . Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Laws, except for Other Taxes resulting from an assignment by any Lender pursuant to Section 11.06(b) , which assignment is not at the request of Ultimate Parent pursuant to Section 11.13 .

(c) Tax Indemnifications . (i) Without limiting or duplication of the provisions of subsection (a) or (b) above, each Loan Party shall, and does hereby, indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within 20 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01 ) paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender, the Administrative Agent and the L/C Issuer agrees to give written notice to the Borrower and Ultimate Parent of the assertion of any claim against such Lender, the Administrative Agent or the L/C Issuer, as the case may be, relating to such Indemnified Taxes no later than 180 days after the principal officer of such party responsible for administering this Agreement obtains knowledge thereof. Each Loan Party shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection after the Administrative Agent has exercised such remedies provided in clause (ii) of this subsection as the Administrative Agent in its good faith discretion determines to be appropriate. A certificate as to the amount of any such payment or liability delivered to the Borrower and Ultimate Parent by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof within 20 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Loan Parties or the Administrative Agent) incurred by or asserted against the Loan Parties or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or the L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower, Ultimate Parent or the Administrative Agent pursuant to subsection (e) . Each Lender and the L/C Issuer hereby authorizes the Administrative Agent (on its own behalf or on behalf of such Lender or such L/C Issuer) to set off and apply any and all amounts (including interest and fees) at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the

Administrative Agent under this clause (ii) . The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

(d) Evidence of Payments . Upon request by the Borrower, Ultimate Parent or the Administrative Agent, as the case may be, after any payment of Taxes by the Loan Parties or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01 , the Borrower or Ultimate Parent shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower or Ultimate Parent, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to Ultimate Parent or the Administrative Agent, as the case may be.

(e) Status of Lenders; Tax Documentation . Each Lender, the Administrative Agent and the L/C Issuer shall deliver to the Borrower, Ultimate Parent and to the Administrative Agent (if applicable), if reasonably requested by the Borrower, Ultimate Parent or the Administrative Agent in writing, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower, Ultimate Parent or the Administrative Agent, as the case may be, to determine (A) whether or not payments made by the Loan Parties hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) the entitlement of such Lender, the Administrative Agent or the L/C Issuer to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Person by the Loan Parties pursuant to this Agreement or otherwise to establish such Person’s status for withholding tax purposes in the applicable jurisdictions. Notwithstanding anything to the contrary in this Section 3.01(e) , the completion, execution and submission of the documentation referred to in this Section 3.01(e) (other than such documentation set forth in Sections 3.01(g) (h)(i), (h)(ii)(I), (h)(ii)(II), (h)(ii)(III) and (h)(ii)(IV) ) shall not be required if in such Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or materially prejudice the legal or commercial position of such Lender. Each Lender, the Administrative Agent and the L/C Issuer shall promptly (A) notify the Borrower, Ultimate Parent and the Administrative Agent (if applicable) of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Person, and as may be reasonably necessary (including, in the case of any Lender, the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that any Loan Party or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Person.

determines, in its sole discretion reasonably exercised in good faith, that it has received a refund (including, for this purpose, a credit in lieu of a refund) of any Taxes or Other Taxes as to which it has been indemnified by the Loan Parties or with respect to which a Loan Party has paid additional amounts pursuant to this Section 3.01 , it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Loan Party, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to such Loan Party to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Loan Parties or any other Person.

(g) FATCA Documentation . If a payment made to a Lender under this Agreement may be subject to United States federal withholding tax under FATCA, such Lender shall deliver to the Borrower, Ultimate Parent and the Administrative Agent, at the time or times prescribed by applicable Law and at such time or times reasonably requested by the Borrower, Ultimate Parent or the Administrative Agent, such documentation prescribed by applicable Law and such additional documentation reasonably requested by the Borrower, Ultimate Parent or the Administrative Agent to comply with its withholding obligations, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this subsection (g) , “FATCA” shall include any amendments made to FATCA after the Second Restatement Effective Date.

(b) U.S. Tax Documentation . Without limiting the generality of Section 3.01(e): (i) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall, on or prior to the date it becomes a party to this Agreement (and from time to time thereafter upon the expiration, obsolescence or invalidity of any form, documentation or information previously delivered pursuant to this Section 3.01(h) ) deliver to the Borrower and the Administrative Agent two properly completed and executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Administrative Agent as will establish its exemption from backup withholding.

(ii) each Non-U.S. Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of U.S. withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the expiration, obsolescence or invalidity of any form, documentation or information previously delivered pursuant to this clause (ii), or upon the request of the Borrower or the Administrative Agent, but only if such Non-U.S. Lender is legally entitled to do so), two of whichever of the following is applicable:

(I)

properly completed and executed originals of IRS Form W-8BEN or W-8BEN-E (or successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(II)

properly completed and executed originals of IRS Form W-8ECI or W-8EXP (or successor form),

(III)

to the extent a Non-U.S. Lender is not the beneficial owner of such payments, properly completed and executed originals of IRS Form W-8IMY (or successor form), accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, and all required supporting documentation, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership for U.S. federal income tax purposes and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide certification documents on behalf of each such direct and indirect partner,

(IV)

in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit K-1 , K-2 , K-3 or K-4 , as applicable, and (y) properly completed and executed originals of IRS Form W-8BEN or W-8BEN-E (or successor form), or

(V)

properly completed and executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in U.S. federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

(h) Defined Terms . For purposes of this Section 3.01, the term “applicable Law” includes FATCA.

3.02 Illegality . If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans (whether denominated in US Dollars or an Alternative Currency), or to determine or charge interest rates based upon the

Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, US Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower and Ultimate Parent through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in US Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Committed Loans, will be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent, the Borrower and Ultimate Parent that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower will, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in US Dollars, convert all such Eurocurrency Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the Borrower will also pay accrued interest on the amount so prepaid or converted.

3.03 Inability to Determine Rates . If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) deposits (whether in US Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan (whether denominated in US Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, or (c) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower, Ultimate Parent and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Committed Loans in the affected currency or currencies will be suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a

Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

3.04 Increased Costs; Additional Reserve Requirements .

(a) Increased Costs Generally . If any Change in Law will: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e) ) or the L/C Issuer;

(ii) subject any Lender or the L/C Issuer to any Tax with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or

(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing will be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements . If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or liquidity or on the capital or liquidity of such Lender’s or the L/C Issuer’s holding company as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit and Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer for any such reduction suffered.

(c) Certificates for Reimbursement . A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower and Ultimate Parent will be conclusive absent manifest error. The Borrower will pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests . Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section will not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation; provided that the Borrower will not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than three months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower and Ultimate Parent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above will be extended to include the period of retroactive effect thereof).

(e) Additional Reserve Requirements . The Borrower shall pay to each Lender, (i) as long as such Lender shall be required by a central banking or financial regulatory authority with regulatory authority over such Lender to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocable to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), which in each case shall be due and payable on each date on which interest is payable on such Loan; provided , that the Borrower and Ultimate Parent shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender with a reasonably detailed explanation of the regulatory requirements imposing such costs and a calculation of the allocation of such costs to the relevant Loan or Commitment. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable 10 days from receipt of a proper notice. Notwithstanding the foregoing, if any reserves described in this clause (e) are based upon the financial strength or creditworthiness of a Lender, for the purposes of calculating the actual costs of a Lender with respect to such reserves, each such Lender shall be deemed to be in the highest applicable category of financial strength or creditworthiness.

3.05 Compensation for Losses . Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower will promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower;

(c) any failure by the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency;

(d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower or Ultimate Parent pursuant to Section 11.13 ; or

(e) with respect to amounts due pursuant to subsection (a) or (b) of this Section as a result of any Change in Law relating to the Dodd-Frank Wall Street Reform and Consumer Protection Act or Basel III, the claim for additional amounts shall be generally consistent with such Lender’s or the L/C Issuer’s treatment of customers of such Lender or the L/C Issuer that such Lender or the L/C Issuer considers, in its reasonable discretion, to be similarly situated as the Borrower and having generally similar provisions in their credit agreements with such Lender or the L/C Issuer.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05 , each Lender will be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

3.06 Mitigation Obligations; Replacement of Lenders .

(a) Designation of a Different Lending Office . If any Lender requests compensation under Section 3.04 , or the Loan Parties are required to pay any additional amount to any Lender, the L/C Issuer or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , or if any Lender or the L/C Issuer gives a notice pursuant to Section 3.02 , then such Lender or the L/C Issuer, as applicable, will use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04 , as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02 , as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Loan Parties hereby agree to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer, as the case may be, in connection with any such designation or assignment.

(b) Replacement of Lenders . In the event (i) any Lender requests compensation under Section 3.04 , (ii) the Loan Parties are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , (iii) any Lender becomes a Defaulting Lender, (iv) any Lender refuses to consent to any amendment, waiver or other modification of this Agreement or any other Loan Document requested by the Borrower or Ultimate Parent that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders or (v) any Lender is a Protesting Lender, then the Borrower or Ultimate Parent may replace such Lender in accordance with Section 11.13 . Each Lender hereby grants to the Borrower and Ultimate Parent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment in full of such Lender’s interests hereunder solely in the event that such Lender becomes a Defaulting Lender prior to the Closing Date. The Borrower or Ultimate Parent, as applicable, shall notify the Administrative Agent in advance of any exercise of the power of attorney referenced in the preceding sentence.

3.07 Survival . All of the Loan Parties’ obligations under this Article III will survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV.

CONDITIONS PRECEDENT

4.01 Conditions to Second Amendment and Restatement . The amendment and restatement of the Existing Credit Agreement is subject solely to the satisfaction (or waiver) of the conditions precedent set forth in Section 4 of the Second Amendment Agreement, and upon satisfaction (or waiver) of such conditions, the amendment and restatement of the Existing Credit Agreement in the form of this Agreement shall be effective.

4.02 Conditions to all Credit Extensions (other than Acquisition Loans) . The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only (x) Acquisition Loans or (y) a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Committed Loans) is subject to the following conditions precedent:

(a) The representations and warranties contained in Article V will be true and correct on and as of the date of such Credit Extension, except (i) those set forth in Sections 5.05(c) , 5.06 , 5.09 , 5.11 and 5.12 , (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they will be true and correct as of such earlier date, and (iii) that for purposes of this Section 4.02 , the representations and warranties contained in clauses (a) and (b) of Section 5.05 will be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 .

(b) No Default exists, or would immediately result from such proposed Credit Extension.

(c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender will have received a Request for Credit Extension in accordance with the requirements hereof.

(d) In the case of a Credit Extension to be denominated in an Alternative Currency, there will not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.

(e) In the case of a Bid Loan, there will not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent and the Bid Loan Lender would make it impracticable for such Bid Loan to be denominated in the relevant Discretionary Alternative Currency.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only (x) Acquisition Loans or (y) a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Committed Loans) submitted by the Borrower will be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

4.03 Conditions to Acquisition Loans. The obligation of each Lender to honor any Request for Credit Extension consisting of Acquisition Loans is subject to the following conditions; provided that the Borrower may submit no more than one Request for Credit Extension consisting of Acquisition Loans:

(a) The Administrative Agent’s receipt of the following, each of which may be delivered by facsimile or other electronic transmission (including “pdf” and “tif”), followed promptly after the Closing Date by originals unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Parties, and each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date); provided that the delivery of any originals is not a condition precedent hereunder:

(i) A Subsidiary Guarantor Counterpart, executed by a Responsible Officer of Intermediate Parent;

(ii) a certificate signed by a Responsible Officer of Intermediate Parent (A) certifying and attaching the resolutions adopted by Intermediate Parent authorizing the execution, delivery and performance of the Loan Documents to which it is or is to be a party, (B) certifying as to the incumbency and specimen signature of each Responsible Officer of Intermediate Parent executing the Loan Documents to which it is or is to be a party, (C) attaching a good standing certificate (or the local equivalent) and a certificate of incorporation (or the local equivalent) evidencing that Intermediate Parent is validly existing and in good standing (or the local equivalent) in its jurisdiction of organization and (D) certifying and attaching a true and complete copy of the Organization Documents of Intermediate Parent;

(iii) a certificate signed by a Responsible Officer of Ultimate Parent certifying that, on and as of the Closing Date (A) the applicable borrower shall have made a contemporaneous request for the funding of the Tranche A-2 Loans (as defined in the Activis Term Loan Credit Agreement) and (B) the conditions set forth in Sections 4.02(b) , (c) and (d) of the Actavis Term Loan Credit Agreement have been satisfied, in the form attached as Exhibit H hereto;

(iv) an executed legal opinion of (A) Latham & Watkins LLP, special New York counsel for the Loan Parties, addressed to the Administrative Agent and each Lender and dated the Closing Date, substantially in the form attached hereto and (B) Conyers Dill & Pearman, special Bermuda counsel for Intermediate Parent, addressed to the Administrative Agent and each Lender and dated the Closing Date, substantially in the form attached hereto; and

(v) if applicable, the receipt of a Committed Loan Notice in accordance with the requirements hereof.

Without limiting the generality of the provisions of Section 10.04 , for purposes of determining compliance with the conditions specified in this Section 4.03 , each Lender will be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent will have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall promptly notify Ultimate Parent, Actavis, Intermediate Parent, the Borrower and the Lenders of the Closing Date in writing, and such notice shall be conclusive and binding.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

Ultimate Parent and the Borrower represents and warrants to the Administrative Agent and the Lenders that on the Second Restatement Effective Date (or, in the case of any of the following that is made solely as of any specific date, such specific date):

5.01 Existence, Qualification and Power . Ultimate Parent, Intermediate Parent, the Borrower and each Material Subsidiary (a) is duly organized or formed, validly existing and in good standing (or the local equivalent) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing (or the local equivalent) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in the case referred to in clause (a) with respect to any non-Loan Party only and in each case referred to in clause (b)(i) or (c) , to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

(a) contravene in any material respects the terms of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Material Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate in any material respects any material Law; except in each case referred to in clause (a), (b) or (c) , to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

5.03 Material Governmental Authorization; Other Material Consents . Other than any filings with the SEC and any approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document to which it is a party.

5.04 Binding Effect . The Second Amendment Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable Debtor Relief Laws and the effect of general principles of equity, whether applied by a court of law or equity.

5.05 Financial Statements; No Material Adverse Effect . (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of Ultimate Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

(b) The unaudited consolidated balance sheet of Ultimate Parent and its Subsidiaries dated March 31, 2014, and the related consolidated statements of income or operations and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Actavis and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c) As of the Second Restatement Effective Date, since December 31, 2013, except for events and circumstances disclosed in Actavis SEC Documents or the WC SEC Documents filed or furnished after January 1, 2014 and before the Second Restatement Effective Date (other than disclosure in Actavis SEC Documents or WC SEC Documents referred to solely in the “Risk Factors” and “Forward Looking Statements” sections thereof or similar statements

included in such Actavis SEC Documents that are solely forward looking in nature) there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

5.06 Litigation . There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Ultimate Parent, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Ultimate Parent or any of its Subsidiaries or against any of their respective properties that (i) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (ii) except as specifically disclosed in Actavis SEC Documents, WC SEC Documents or Forest SEC Documents filed or furnished on or before the Second Restatement Effective Date or on Schedule 5.06 , either individually or in the aggregate, if determined adversely, would reasonably be expected to have a Material Adverse Effect.

5.07 No Default . Neither Ultimate Parent nor any Subsidiary is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.08 Ownership of Property; Liens . Each of Ultimate Parent and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.09 Environmental Compliance . Ultimate Parent and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof Ultimate Parent has reasonably concluded that such Environmental Laws and claims would not, except as specifically disclosed in Actavis SEC Documents, WC SEC Documents or Forest SEC Documents filed or furnished on or before the Second Restatement Effective Date, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.10 Insurance . Ultimate Parent, Intermediate Parent, Actavis, the Borrower and the Material Subsidiaries are insured with financially sound and reputable insurance companies, in such amounts (after giving effect to any self-insurance), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Ultimate Parent, Intermediate Parent, Actavis the Borrower or the applicable Material Subsidiary operates.

5.11 Taxes . Ultimate Parent, Intermediate Parent, Actavis, the Borrower and the Material Subsidiaries have filed or caused to be filed all material federal, state and other tax returns and reports required to be filed by them, and have paid all material federal, state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or (b) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

5.12 ERISA . (a) Except as could not reasonably be expected to have a Material Adverse Effect, (i) each Plan is in compliance in all respects with the applicable provisions of ERISA, the Code and other Federal or state Laws and (ii) each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of Ultimate Parent, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(b) There are no pending or, to the best knowledge of Ultimate Parent, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect; (ii) neither Ultimate Parent nor any ERISA Affiliate has incurred any material liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (iii) neither Ultimate Parent nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; (iv) no Pension Plan or Multiemployer Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan or Multiemployer Plan; and (v) Ultimate Parent and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained.

5.13 OFAC . None of Ultimate Parent, Actavis, Intermediate Parent, or the Borrower is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or a Person sanctioned by the United States of America pursuant to any of the regulations administered or enforced by OFAC (31 C.F.R., Subtitle B, Chapter V, as amended); or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person, or (y) the government of a country the subject of comprehensive U.S. economic sanctions administered by OFAC (collectively, “OFAC Countries”).

The Borrower represents and covenants that no Loan, nor the proceeds from any Loan, has been or will be used, to lend, contribute, provide or has otherwise been made or will

otherwise be made available for the purpose of funding any activity or business in any OFAC Countries or for the purpose of funding any prohibited activity or business of any Person located, organized or residing in any OFAC Country or who is an OFAC Listed Person or, to the Borrower’s knowledge, any person owned by or controlled by, or acting for or on behalf of an OFAC Listed Person, absent valid and effective licenses and permits issued by the government of the United States or otherwise in accordance with applicable Laws, or in any other manner that will result in any violation by any Lender, any Arranger or the Administrative Agent of the sanctions administered or enforced by OFAC (31 C.F.R., Subtitle B, Chapter V, as amended).

5.14 Subsidiaries; Equity Interests . As of the Second Restatement Effective Date, Ultimate Parent has no Subsidiaries other than those specifically disclosed in Schedule 5.14 , and all of the outstanding Equity Interests in the Material Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by Ultimate Parent in the amounts specified on Schedule 5.14 free and clear of all Liens (other than any Liens permitted under Section 7.01 ).

5.15 Margin Regulations; Investment Company Act . (a) The Borrower is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States), or extending credit for the purpose of purchasing or carrying margin stock.

(b) None of Ultimate Parent, Intermediate Parent, Actavis or the Borrower, or any Person Controlling such Person, or any Subsidiary of such Person is required to be registered as an “investment company” under the Investment Company Act of 1940.

5.16 Disclosure . All written information (other than projected financial information and information of a general economic or general industry nature) that has been made available to the Arrangers or any of the Lenders by or on behalf of Ultimate Parent, Intermediate Parent, Actavis the Borrower or any of their representatives, taken as a whole, or by or on behalf of the Acquired Business or its Subsidiaries or any of their respective representatives, taken as a whole, in connection with any aspect of the Transactions is, when taken as a whole, complete and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading (in each case after giving effect to all supplements and updates provided thereto); provided that, with respect to projected financial information, Ultimate Parent, Intermediate Parent, Actavis and the Borrower represent only that such information was prepared in good faith based upon reasonable assumptions that are believed by the preparer thereof to be reasonable at the time made and at the time such projected financial information is delivered to the Arrangers or any of the Lenders; it being understood and agreed that such projected financial information is not to be viewed as facts and that actual results during the period or periods covered by any such projected financial information may differ significantly from the projected results, and no assurance can be given that the projected results will be realized. Solely as they relate to matters with respect to the Acquired Business and its Subsidiaries, the foregoing representations and warranties are made to the best of Ultimate Parent’s knowledge.

5.17 Compliance with Laws . Each of Ultimate Parent, Intermediate Parent, Actavis, the Borrower and each Material Subsidiary is in compliance in all material respects with the

requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

5.18 Intellectual Property; Licenses, Etc. Ultimate Parent and its Subsidiaries own, or possess the right to use, without conflict with the rights of any other Person, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “ IP Rights ”) with respect to which the failure to possess or have the right to use or the presence of a conflict with the rights of any other Person (other than with respect to any litigation arising under Section 505(j)(3)(A)(vii)(iv) of the Federal Food, Drug and Cosmetic Act of 1938, as amended) would not reasonably be expected to have a Material Adverse Effect. To the best knowledge of Ultimate Parent, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by Ultimate Parent or any Subsidiary infringes upon any rights held by any other Person, except where such infringement would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of Ultimate Parent, threatened, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

ARTICLE VI.

AFFIRMATIVE COVENANTS

So long as any Lender will have any Commitment hereunder, any Loan or other Obligation hereunder will remain unpaid or unsatisfied, or any Letter of Credit will remain outstanding, then Ultimate Parent and the Borrower will, and will (except in the case of the covenants set forth in Sections 6.01 , 6.02 , 6.03 and 6.11 ) cause Intermediate Parent and each Material Subsidiary to:

6.01 Financial Statements . Deliver to the Administrative Agent (who will distribute copies to each Lender):

(a) as soon as available, but in any event within 90 days after the end of each Fiscal Year of Ultimate Parent (commencing with the Fiscal Year ending December 31, 2014), a consolidated balance sheet of Ultimate Parent and its Subsidiaries as of the end of such Fiscal Year, and the related consolidated statements of income or operations and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP or another independent public accountant of recognized national standing as to whether such financial statements are free of material misstatement, which report and opinion will be prepared in accordance with audit standards of the Public Company Accounting Oversight Board and will not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit or with respect to the absence of material misstatement; and

(b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year of Ultimate Parent (commencing with the first fiscal quarter ending after the Second Restatement Effective Date), a consolidated balance sheet of Ultimate Parent and its Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter and for the portion of Ultimate Parent’s Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail, certified by the chief financial officer or the vice president and controller of Ultimate Parent as fairly presenting the financial condition, results of operations and cash flows of Ultimate Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 6.02(b) , Ultimate Parent will not be separately required to furnish such information under clause (a) or (b) above, but the foregoing will not be in derogation of the obligation of Ultimate Parent to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

6.02 Certificates; Other Information . Deliver to the Administrative Agent (who will distribute copies to the Lenders), in form and detail reasonably satisfactory to the Administrative Agent:

(a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) , a duly completed Compliance Certificate signed by a Responsible Officer of Ultimate Parent (which delivery may, unless the Administrative Agent requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);

(b) promptly, after the same are available, copies of each proxy statement sent to the shareholders of Ultimate Parent and copies of all annual, regular, periodic and special reports and registration statements which Ultimate Parent may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(c) promptly, and in any event within five Business Days after receipt thereof by Ultimate Parent or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of Ultimate Parent or any Subsidiary thereof to the extent that any such notice or other correspondence would be required to be disclosed in a Form 8-K filing with the SEC; and

(d) promptly, such additional information regarding the business, financial or corporate affairs of Ultimate Parent or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC or comparable agency in any applicable non-U.S. jurisdiction) may be delivered electronically and if so delivered, will be deemed to have been delivered on the date (i) on which Ultimate Parent posts such documents, or provides a link thereto on Ultimate Parent’s website on the Internet at the website address listed on Schedule 11.02 ; or (ii) on which such documents are posted on Ultimate Parent’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) Ultimate Parent shall deliver paper copies of such documents to the Administrative Agent who will distribute copies to any Lender that requests Ultimate Parent to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Ultimate Parent shall notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Ultimate Parent with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Ultimate Parent hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of Ultimate Parent hereunder (including, for the avoidance of doubt, materials/and or information delivered pursuant to Section 4.01 ) (collectively, “ Company Materials ”) by posting the Company Materials on IntraLinks or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders (each, a “ Public Lender ”) may have personnel who do not wish to receive material non-public information with respect to Ultimate Parent or its Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Ultimate Parent hereby agrees that (w) all Company Materials that are to be made available to Public Lenders will be clearly and conspicuously marked “PUBLIC” which, at a minimum, will mean that the word “PUBLIC” will appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC”, Ultimate Parent will be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Company Materials as not containing any material non-public information with respect to Ultimate Parent or its securities for purposes of United States federal and state securities Laws ( provided , however , that to the extent such Company Materials constitute Information, they will be treated as set forth in Section 11.07 ); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arrangers will be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting outside the portion the Platform designated “Public Side Information”.

6.03 Notices . Promptly notify the Administrative Agent (and each Lender through the Administrative Agent) of the following, upon any such event becoming known to any Responsible Officer of Ultimate Parent or the Borrower:

(a) of the occurrence of any Default;

(b) of any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including any such matter resulting from (i) breach or non-performance of, or any default under, a Contractual Obligation of Ultimate Parent or any Subsidiary, or (ii) the commencement of, or any material development in, any litigation or proceeding affecting Ultimate Parent or any Subsidiary, including pursuant to any applicable Environmental Laws;

(c) of the occurrence of any ERISA Event, that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in liability to Ultimate Parent and its Subsidiaries in an aggregate amount exceeding $100,000,000; and

(d) of any announcement by Moody’s or S&P of any change in a Debt Rating.

Each notice pursuant to subsections (a) through (c) of this Section 6.03 will be accompanied by a statement of a Responsible Officer of Ultimate Parent or the Borrower setting forth details of the occurrence referred to therein and stating what action Ultimate Parent or the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) will describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04 Payment of Taxes . Pay and discharge as the same will become due and payable, all its tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and it is maintaining adequate reserves in accordance with GAAP, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization or incorporation except in a transaction not prohibited by Section 7.03 ; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which would reasonably be expected to have a Material Adverse Effect.

6.06 Maintenance of Properties . (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except, in the case of clauses (a) and (b) , where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

6.07 Maintenance of Insurance . Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance) as are customarily carried under similar circumstances by such other Persons.

6.08 Compliance with Laws . Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or

property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

6.09 Books and Records . Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied will be made of all financial transactions and matters involving its assets and business.

6.10 Inspection Rights . Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers having direct knowledge or responsibility of the subject matter; provided , however , that such visits, inspections or examinations will be made at a reasonable time during normal business hours with due regard for, and minimal disruption of, the business of Ultimate Parent and its Subsidiaries, and will not (a) be at the expense of such Person, (b) occur more frequently than once in any 12-month period and (c) be made without five (5) Business Days’ prior written notice; provided further , however , that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of such Person at any time during normal business hours and without advance notice.

6.11 Use of Proceeds . Use the proceeds of the Credit Extensions for general corporate purposes not in contravention of any Law or of any Loan Document, such general corporate purposes will include but not be limited to working capital, capital expenditures, acquisitions, investments and Restricted Payments not prohibited by this Agreement; provided that the Acquisition Loans shall be used solely (a) to finance the “Cash Election Consideration” and the “Fractional Share Consideration” (each term as defined in the Merger Agreement) and (b) pay fees and expenses incurred in connection with the Transactions.

6.12 Covenant to Guarantee Obligations . Within 30 days (or such later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent) of (a) the designation of any Subsidiary of Intermediate Parent as a guarantor under any other Indebtedness (other than the Obligations and Indebtedness under the WC Term Loan Credit Agreement unless such Subsidiary is also a guarantor under the ACT Term Loan Credit and Guaranty Agreement) of the Borrower owing to any Person other than Ultimate Parent or its Subsidiaries in an aggregate principal or commitment amount exceeding $350,000,000 or (b) the date that Intermediate Parent or any of its Subsidiaries guarantees Indebtedness of the Acquired Business in an aggregate principal or commitment amount exceeding $350,000,000, Intermediate Parent shall (a) cause each such Subsidiary to deliver to the Administrative Agent, a duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Guaranty and such Subsidiary Guarantor Counterpart and (b) deliver to the Administrative Agent documents of the types referred to in Section 4.03(a)(iii) of the Existing Credit Agreement and opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) ) in form and substance substantially similar to the opinions of counsel attached hereto as Exhibit J , all in form, content and scope reasonably

satisfactory to the Administrative Agent. Notwithstanding the foregoing, in the case of a Foreign Subsidiary, if such Guarantee would give rise to adverse tax consequences as reasonably determined by Ultimate Parent, such Subsidiary shall not be required to become a Subsidiary Guarantor.

ARTICLE VII.

NEGATIVE COVENANTS

So long as any Lender will have any Commitment hereunder, any Loan or other Obligation hereunder will remain unpaid or unsatisfied, or any Letter of Credit has not expired or terminated or been Cash Collateralized, then Ultimate Parent (other than in Section 7.02 ) and the Borrower (other than in Sections 7.02, 7.03 and 7.09 ) in each section of this Article VII , will not, nor will Ultimate Parent or the Borrower permit or allow Intermediate Parent or any Material Subsidiary in any section of this Article VII (other than in Section 7.03 ) any Subsidiary in Sections 7.01 and 7.02 , Intermediate Parent in Section 7.03 or any Passive Holding Company in Section 7.09 to, directly or indirectly:

7.01 Liens . Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased (except as contemplated by Section 7.02(b) ), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b) ;

(c) Liens for Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) ;

(i) Liens securing Indebtedness permitted under Section 7.02(f) ; and

(j) (x) other Liens securing other Indebtedness permitted by Section 7.02 or (y) other liabilities of Ultimate Parent and its Subsidiaries, in an aggregate amount for clauses (x) and (y) not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j) ).

7.02 Subsidiary Indebtedness . Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness under the Loan Documents;

(b) Indebtedness outstanding on the Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended;

(c) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(d) Indebtedness of any Subsidiary Guarantor or any Loan Party under and as defined in the WC Term Loan Credit Agreement;

(e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary;

(f) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent;

(g) Capital Lease Obligations, Synthetic Lease Obligations or Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g) , do not to exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j) ;

(h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, do not exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent;

(i) intercompany loans made (x) between Ultimate Parent and one or more Subsidiaries or (y) among any two or more Subsidiaries (including, in each case, Indebtedness incurred as part of the Post-Closing Restructuring); and

(j) any Acquisition Indebtedness.

7.03 Fundamental Changes . Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of Ultimate Parent and the Material Subsidiaries, taken as a whole, or of Intermediate Parent and the Material Subsidiaries, taken as a whole, unless (a) at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and (b) after giving effect to any such transaction, the business, taken as a whole, of Ultimate Parent and the Material Subsidiaries, or of Intermediate Parent and the Material Subsidiaries, shall not have been altered such that Ultimate Parent or the Material Subsidiaries, or of Intermediate Parent and the Material Subsidiaries, are unable to comply with the restriction on the covenant governing any change in nature of business in Section 7.04 ; provided that if Ultimate Parent or Intermediate Parent is not the survivor of any such consolidation or merger involving Ultimate Parent or Intermediate Parent, as the case may be, (A) Ultimate Parent, at the time thereof and immediately after giving effect thereto, shall be in compliance on a pro forma basis with the financial covenant contained in Section 7.08 as if such consolidation or merger had been consummated (and any related Indebtedness incurred, assumed or repaid in connection therewith had been incurred, assumed or repaid, as the case may be) on the first day of the most recently completed four fiscal quarters of Ultimate Parent for which financial statements have been delivered pursuant to Section 6.01 (as demonstrated by delivery to the Administrative Agent of a certificate of a Responsible Officer to such effect showing such calculation in reasonable detail prior to or concurrently with such consolidation or merger), (B) the surviving Person of such consolidation or merger shall

expressly assume all the rights and obligations of Ultimate Parent or Intermediate Parent under this Agreement and the other Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent and shall thereafter be deemed to be Ultimate Parent or Intermediate Parent, as the case may be, for all purposes hereunder and (C) such consolidation or merger will not result in a Change of Control.

7.04 Change in Nature of Business . Engage in any material line of business substantially different from those lines of business conducted by Ultimate Parent and the Material Subsidiaries on the Closing Date or any business substantially related or incidental thereto.

7.05 Transactions with Affiliates . Enter into any transaction of any kind with any Affiliate of Ultimate Parent that is a Material Subsidiary, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to Ultimate Parent, the Borrower or such Material Subsidiary as would be obtainable by Ultimate Parent, the Borrower or such Material Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction will not apply to (i) transactions between or among (A) any Loan Party and any of such Loan Party’s Wholly Owned Subsidiaries, (B) Wholly Owned Subsidiaries of any Loan Party or (C) Guarantors, (ii) Permitted Receivables Transfers, (iii) transactions undertaken as part of the Post-Closing Restructuring, (iv) any transaction between Ultimate Parent or one or more Affiliates of Ultimate Parent resulting in a transfer to Ultimate Parent or one or more Affiliates of Ultimate Parent of the proceeds of any Acquisition Indebtedness issued by such Affiliate or (v) if, immediately before and after giving effect to such transaction, no Event of Default shall have occurred and be continuing.

7.06 Investments . Make any Investment if, immediately before and after giving effect to such Investment, an Event of Default shall have occurred and be continuing; provided that the foregoing restriction will not apply to Investments made (i) in the ordinary course of business or required in connection with the Receivables Purchase Documents or (ii) as part of the Post-Closing Restructuring.

7.07 Restricted Payments . Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (exclusive of stock dividends and cash dividends paid to any Loan Party); provided that the foregoing restriction will not apply (x) if, immediately before and after giving effect to such declaration, no Event of Default shall have occurred and be continuing or (y) to any Restricted Payment or other transaction in connection with the Post-Closing Restructuring.

7.08 Consolidated Leverage Ratio . Permit the Consolidated Leverage Ratio as of the last day of any period of four consecutive fiscal quarters of Ultimate Parent to exceed (i) 4.25:1.00 from the last day of the first fiscal quarter ending after the Second Restatement Effective Date through the last day of the fourth full fiscal quarter ending after the Closing Date, (ii) 4.00:1.00 from the last day of the fourth full fiscal quarter ending after the Closing Date through the last day of the eighth full fiscal quarter ending after the Closing Date, and (iii) 3.50:1.00 from the last day of the eighth full fiscal quarter ending after the Closing Date through the then-latest Maturity Date.

7.09 Passive Holding Companies . Permit any Subsidiary of Ultimate Parent that is a direct or indirect parent of Intermediate Parent (other than any such Subsidiary that becomes a Subsidiary Guarantor) and, prior to the discharge of the Tranche A-2 Loans (as defined under the Actavis Term Loan Credit Agreement) or the guarantee thereof by Intermediate Parent, Ultimate Parent (each such Subsidiary and, as long as applicable, Ultimate Parent, the “ Passive Holding Companies ”), to 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 Ultimate Parent, 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 Second Amendment Agreement, this Agreement, the Actavis Term Loan Credit Agreement, the WC Term Loan Credit Agreement, the Cash Bridge Credit Agreement, 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 Ultimate Parent, any public offering of its common stock or with respect to any Passive Holding Company (other than Ultimate Parent) any other issuance of its Equity Interests, (v) the making of Restricted Payments, (vi) the incurrence of Indebtedness, (vii) the making of contributions to (or other equity investments in) the capital of its direct Subsidiaries, (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 Ultimate Parent so long as, within six months (or such later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent) 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 certain property (including cash and certain property received in connection with Restricted Payments), (xii) providing indemnification to officers and directors, (xiii) the ownership and/or dispositions of assets held on the Closing Date or acquired after the Closing Date, in each case, the extent permitted by clause (iii) , (v) , (vii) or (viii) above and (xiv) activities incidental to the businesses or activities described above.

ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default . Any of the following will constitute an Event of Default:

(a) Non-Payment . The Borrower fails to pay (i) when and as required to be paid herein, and in the currency required hereunder, any amount of principal of any Loan or any L/C Obligation, or (ii) within five (5) days after the same becomes due, any interest on any Loan or on any L/C Obligation, any fee due hereunder, or any other amount payable hereunder or under any other Loan Document (other than an amount specified in clause (i) above);

(b) Specific Covenants . The Loan Parties fail to perform or observe any term, covenant or agreement contained in Section 6.03(a) or 6.05(a) (with respect to existence of

Ultimate Parent, Intermediate Parent or the Borrower) or, so long as Actavis is a Subsidiary Guarantor, Actavis (other than in connection with a transaction not prohibited by this Agreement) or Article VII ;

(c) Other Defaults . Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof from the Administrative Agent (given at the request of any Lender) to Ultimate Parent and the Borrower, unless such failure is not susceptible to cure within thirty (30) days and, within such thirty (30) days, the applicable Loan Party has taken reasonable steps to effectuate a cure, continues to diligently pursue such cure, and actually effectuates such cure, within sixty (60) days after such notice to Ultimate Parent and the Borrower;

(d) Representations and Warranties . Any representation and warranty made or deemed made by or on behalf of any Loan Party herein or in any other Loan Document is incorrect in any material respect when made or deemed made;

(e) Cross-Default . (i) Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary fails to make any payment of principal or interest in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to any applicable grace periods), (ii) any event or condition occurs that results in any Material Indebtedness (A) becoming due prior to its scheduled maturity or (B) that enables or permits (after giving effect to any applicable grace periods) the holder or holders of any Material Indebtedness, or any trustee or agent on its or their behalf, to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this subsection (e)(ii) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such secured Indebtedness is paid when due (including the WC Term Loan Credit Agreement) or (y) any change of control offer under the Forest Notes arising in connection with the Acquisition, (iii) any termination event or event of like import occurs under any Receivables Purchase Facility having a principal amount or committed amount in excess of $200,000,000, that (1) terminates, or permits the investors under any Receivables Purchase Facility to terminate, the reinvestment of collections or proceeds of Receivables and Related Security under any Receivables Purchase Document (other than a termination resulting solely from the request of Ultimate Parent or any of its Subsidiaries) or (2) causes the replacement of, or permits the investors under any Receivables Purchase Facility to replace, the Person then acting as servicer for such Receivables Purchase Facility, if the Person then acting as servicer is a Loan Party or an Affiliate of a Loan Party or (iv) there occurs under any Swap Contract an early termination date resulting from (x) any event of default under such Swap Contract as to which Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary is the defaulting party thereunder or (y) any termination event under such Swap Contract as to which Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary is an affected party thereunder and, in either event, the Swap Termination Value owed by Ultimate Parent, Intermediate Parent, the Borrower or such Material Subsidiary as a result thereof is greater than $200,000,000;

(f) Insolvency Proceedings, Etc . Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding;

(g) Inability to Pay Debts; Attachment . (i) Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of Ultimate Parent, Intermediate Parent, the Borrower or such Material Subsidiary and is not released, vacated or fully bonded within thirty (30) days after its issue or levy;

(h) Judgments . There is entered against Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding $200,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) and (A) enforcement proceedings are commenced by any creditor upon such judgment or order and (B) there is a period of thirty consecutive days during which execution shall not have been effectively stayed, vacated or bonded pending appeal or otherwise;

(i) ERISA . (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of Ultimate Parent, the Borrower or any Material Subsidiary under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $200,000,000 or (ii) Ultimate Parent, the Borrower, any Material Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $200,000,000;

(j) Invalidity of Loan Documents . This Agreement, any Note or any material Guarantee under the Guaranty shall, for any reason, cease to be in full force and effect, or any Loan Party shall contest in writing the validity or enforceability hereunder or under any Note, in each case, other than in accordance with the terms hereof and thereof (including, in the case of a Subsidiary Guarantor, as a result of the release of such Subsidiary Guarantor in accordance with Section 10.10 ); or

(k) Change of Control . There occurs any Change of Control.

8.02 Remedies Upon Event of Default . Subject to Section 8.04 , if any Event of Default occurs and is continuing, the Administrative Agent will, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions from and after the Closing Date:

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation will be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; and

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents;

provided , however , that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions will automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid will automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid will automatically become effective, in each case without further act of the Administrative Agent or any Lender.

8.03 Application of Funds . After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02 ), any amounts received on account of the Obligations will, subject to Sections 2.16 and 2.17 , be applied by the Administrative Agent in the following order:

First , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III ) payable to the Administrative Agent in its capacity as such;

Second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III ), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third , to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth , to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them;

Fifth , to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.04 and 2.16 ; and

Last , the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Sections 2.04(c) and 2.16 , amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above will be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount will be applied to the other Obligations, if any, in the order set forth above.

8.04 Cleanup Period . Notwithstanding anything to the contrary, if during the five-day period following the Closing Date a matter or circumstance exists which constitutes a Default, that matter or circumstance will not constitute a Default; provided that (i) the matter or circumstance does not constitute (x) a Major Default or (y) a Default incapable of being cured, (ii) reasonable steps are being taken to cure that matter or circumstance and (iii) such Default is cured or otherwise ceases to exist within five days following the Closing Date. For the avoidance of doubt, nothing in this section shall affect the conditions precedent set forth in Article IV.

ARTICLE IX.

GUARANTEE

9.01 Guarantee of Guaranteed Obligations . Each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the benefit of the Guaranteed Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and each other Guarantor, when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 9.01 , without any limitation as to amount, for all present and future Guaranteed Obligations, including specifically all future increases in the outstanding amount of the Loans or other Guaranteed Obligations and other future increases in the Guaranteed Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Guaranteed Obligations (including, without limitation, interest, fees, costs and expenses) that would be owed by any other obligor on the Guaranteed Obligations but for the fact that they are unenforceable or not allowable due to the existence of a proceeding under any Debtor Relief Law involving such other obligor because it is the intention of the Guarantors and the Guaranteed Parties that the Guaranteed Obligations

which are guaranteed by the Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve the Borrower or any other Guarantor of any portion of such Guaranteed Obligations.

9.02 Limitation on Obligations Guaranteed . (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article IX shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article IX void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the Guaranty set forth in this Article IX at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor not constituting a fraudulent transfer or conveyance after giving full effect to the liability under the Guaranty set forth in this Article IX and its related contribution rights but before taking into account any liabilities under any other Guarantee by such Guarantor.

(b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 9.02(a) without impairing the Guaranty contained in this Article IX or affecting the rights and remedies of any Guaranteed Party hereunder.

(c) Notwithstanding anything to the contrary in this Article IX , the indemnities, guarantees, obligations, liabilities and undertakings under this Article IX or elsewhere in this Agreement of the Ultimate Parent and any other Guarantor incorporated in Ireland shall be deemed not to be undertaken or incurred to the extent that the same would (but for this Section 9.02(c) ):

(i) constitute unlawful financial assistance prohibited by Section 60 of the Companies Act 1963 of Ireland; or

(ii) constitute a breach of Section 31 of the Companies Act 1990 of Ireland.

For the avoidance of doubt, to the extent that such indemnities, guarantees, obligations, liabilities or undertakings have been validated under Section 60 (2) to (11) of the Companies Act 1963 of Ireland they shall not constitute unlawful financial assistance under the said Section 60.

9.03 Nature of Guarantee; Continuing Guarantee; Waivers of Defenses

(a) Each Guarantor understands and agrees that the Guaranty contained in this Article IX shall be construed as a continuing guarantee of payment and performance and not merely of collectability. Each Guarantor waives diligence, presentment, protest, marshaling, demand for payment, notice of dishonor, notice of default and notice of nonpayment to or upon the Borrower or any of the other Guarantors with respect to the Guaranteed Obligations. Without limiting the generality of the foregoing, this Guaranty and the obligations of the Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, set-off, defense, counterclaim, discharge or termination for any reason (other than a Discharge of the Guaranteed Obligations).

(b) Each Guarantor agrees that the Guaranteed Obligations of each Guarantor hereunder are independent of the Guaranteed Obligations of each other Guarantor and of any other guarantee of the Guaranteed Obligations and when making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower and any other Guarantor or any other Person or against any other guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by any Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower and any other Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower and any other Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

(c) No payment made by the Borrower, any of the other Guarantors, any other guarantor or any other Person or received or collected by any Guaranteed Party from the Borrower and any of the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment remain liable for the Guaranteed Obligations until the Discharge of the Guaranteed Obligations.

(d) Without limiting the generality of the foregoing, each Guarantor agrees that its obligations under and in respect of the Guaranty contained in this Article IX shall not be affected by, and shall remain in full force and effect without regard to, and hereby waives all, rights, claims or defenses that it might otherwise have (now or in the future) with respect to each of the following (whether or not such Guarantor has knowledge thereof):

(i) the validity or enforceability of this Agreement, the Second Amendment Agreement or any other Loan Document, any of the Guaranteed Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party;

(ii) any renewal, extension or acceleration of, or any increase in the amount of the Guaranteed Obligations, or any amendment, supplement, modification or waiver of, or any consent to departure from, the Loan Documents;

or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations;

(iv) any change, reorganization or termination of the corporate structure or existence of any Loan Party or any Subsidiary of any Loan Party and any corresponding restructuring of the Guaranteed Obligations;

(v) any settlement, compromise, release, or discharge of, or acceptance or refusal of any offer of payment or performance with respect to, or any substitutions for, the Guaranteed Obligations or any subordination of the Guaranteed Obligations to any other obligations; and

(vi) any other circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations or which constitutes, or might be construed to constitute, an equitable or legal discharge of any Guarantor for the Guaranteed Obligations, or of such Guarantor under this Article IX .

(e) In addition each Guarantor further waives any and all other defenses, set-offs or counterclaims (other than a defense of payment or performance in full hereunder) which may at any time be available to or be asserted by it, the Borrower or any other Guarantor or Person against any Guaranteed Party, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury.

9.04 Rights of Reimbursement, Contribution and Subrogation . In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any Guarantor:

(a) If such payment is made by a Guarantor in respect of the Guaranteed Obligations of another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court.

Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.04 ) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting to secure any of the Guaranteed Obligations. Any right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed Parties, and neither the Administrative Agent nor any other Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after Discharge of the Guaranteed Obligations, the Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agent.

(c) The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party against any Guarantor. The Guaranteed Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

9.05 Payments . Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in US Dollars and in Same Day Funds.

9.06 Subordination of Other Obligations . Each Guarantor hereby subordinates the payment of all obligations and Indebtedness of Ultimate Parent or Intermediate Parent owing to such Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of Ultimate Parent or Intermediate Parent to such Guarantor as subrogee of the Guaranteed Parties or resulting from such Guarantor’s performance under this Guaranty, to the indefeasible payment in full in cash of all Guaranteed Obligations. If the Administrative Agent so requests, any such obligation or Indebtedness of Ultimate Parent or Intermediate Parent to such Guarantor shall be enforced and performance received by such Guarantor as trustee for the Guaranteed Parties and the proceeds thereof shall be paid over to the Administrative Agent on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of such Guarantor under this Guaranty.

9.07 Financial Condition of Borrower and other Guarantors . Any extension of credit may be made to the Borrower or continued from time to time, without notice to or authorization from any Guarantor regardless of the financial or other condition of the Borrower or any other Guarantor at the time of any such grant or continuation. No Guaranteed Party shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of the Borrower or any other Guarantor. Each Guarantor has adequate means to obtain information from the Borrower and each other Guarantor on a continuing basis concerning the financial condition of the Borrower and each other Guarantor and its ability to perform its obligations under the Loan Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of the Borrower and each other Loan Party and each other Guarantor and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Guaranteed Party to disclose any matter, fact or thing relating to the business, operations or condition of the Borrower or any other Guarantor now known or hereafter known by any Guaranteed Party.

9.08 Bankruptcy, Etc. Until a Discharge of the Guaranteed Obligations, no Guarantor shall, without the prior written consent of the Administrative Agent, commence or join with any other Person in commencing any proceeding under any Debtor Relief Law or against the Borrower or any other Guarantor. The obligations of the Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding under any Debtor Relief Law, voluntary or involuntary, involving the Borrower or any other Guarantor or by any defense which the Borrower or any Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. To the fullest extent permitted by law, the Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay the Administrative Agent, or allow the claim of the Administrative Agent in respect of, any interest, fees, costs, expenses or other Guaranteed Obligations accruing or arising after the date on which such case or proceeding is commenced.

9.09 Duration of Guarantee . The Guaranty contained in this Article IX shall remain in full force and effect until the Discharge of the Guaranteed Obligations.

9.10 Reinstatement . If at any time payment of any of the Guaranteed Obligations or any portion thereof is rescinded, disgorged or must otherwise be restored or returned by any Guaranteed Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Guarantor or any substantial part of its property, or otherwise, or if any Guaranteed Party repays, restores, or returns, in whole or in part, any payment or property previously paid or transferred to the Guaranteed Party in full or partial satisfaction of any Guaranteed Obligation, because the payment or transfer or the incurrence of the obligation is so satisfied, is declared to be void, voidable, or otherwise recoverable under any state or federal law (collectively, a “ Voidable Transfer ”), or because such Guaranteed Party elects to do so on the reasonable advice of its counsel in connection with an assertion that the payment, transfer, or incurrence is a Voidable Transfer, then, as to any such Voidable Transfer, and, subject to Section 11.04 , as to all reasonable costs, expenses and attorney’s fees of the Guaranteed Party related thereto, the liability of each Guarantor hereunder will automatically and immediately be revived, reinstated, and restored and will exist as though the Voidable Transfer had never been made.

ARTICLE X.

ADMINISTRATIVE AGENT

10.01 Appointment and Authority . Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and no Loan Party will have any rights as a third party beneficiary of any of such provisions.

10.02 Rights as a Lender . The Person serving as the Administrative Agent hereunder will have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” will, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Ultimate Parent or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

10.03 Exculpatory Provisions . The Administrative Agent will not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(a) will not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) will not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as will be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent will not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and

(c) will not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and will not be liable for the failure to disclose, any information relating to the Loan Parties or any of their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent will not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as will be necessary, or as the Administrative Agent will believe in good faith will be necessary, under the circumstances as provided in Sections 11.01 and 8.02 ) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent will be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by Ultimate Parent, the Borrower, a Lender or the L/C Issuer.

The Administrative Agent will not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction (or waiver) of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

10.04 Reliance by Administrative Agent . The Administrative Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and will not incur any liability for relying thereon. In determining compliance with any condition under Article IV , that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent will have received notice to the contrary from such Lender or the L/C Issuer prior to the Second Restatement Effective Date or the making of such Loan or the issuance of such Letter of Credit, as applicable. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and will not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

10.05 Delegation of Duties . The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article will apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and will apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

10.06 Resignation of Administrative Agent . The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer, Ultimate Parent and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders will have the right, in consultation with Ultimate Parent and the Borrower, to appoint a successor, which will be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor will have been so appointed by the Required Lenders and will have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent notifies Ultimate Parent and the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation will nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent will be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 will continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Any resignation by Bank of America as Administrative Agent pursuant to this Section 10.06 will also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender (provided that such successor agrees to act in such capacity), (b) the retiring L/C Issuer and Swing Line Lender will be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer will issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

10.07 Non-Reliance on Administrative Agent and Other Lenders . Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or

any of their Related Parties and based on such documents and information as it will from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

10.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers, the Syndication Agent or the Co-Documentation Agents will have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.

10.09 Administrative Agent May File Proofs of Claim . In case any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party is pending, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation will then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent will have made any demand on such Loan Party) will be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.04(h) and (i) , 2.10 and 11.04 ) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent will consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.10 and 11.04 .

Nothing contained herein will be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

10.10 Guaranty Matters . The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person (a) ceases to be a Subsidiary of Ultimate Parent as a result of a transaction permitted hereunder, (b) ceases to be a guarantor under all other Indebtedness (other

than the Obligations) of the Borrower owing to any Person other than Ultimate Parent or its Subsidiaries in an aggregate principal amount exceeding $350,000,000 or (c) was voluntarily designated by Ultimate Parent as a Subsidiary Guarantor and Ultimate Parent requests, in writing, that the Administrative Agent release it from the Guaranty and no Event of Default would immediately result from such a release; provided , that so long as Actavis is an obligor in respect of the Existing Notes (as defined in the definition of “Post-Closing Restructuring”), Actavis shall not be released from its obligations under the Guaranty pursuant to this clause (c). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 10.10 .

ARTICLE XI.

MISCELLANEOUS

11.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Loan Parties therefrom, will be effective unless in writing signed by the Required Lenders and the applicable Loan Party as the case may be, and acknowledged by the Administrative Agent (such acknowledgement not to be unreasonably withheld, conditioned or delayed) and each such waiver or consent will be effective only in the specific instance and for the specific purpose for which given; provided , however , that no such amendment, waiver or consent will:

(a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02 ) without the written consent of such Lender;

(b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the final proviso to this Section 11.01 ) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided , however , that only the consent of the Required Lenders will be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;

(d) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(e) amend Section 1.05 or the definition of “Alternative Currency” without the written consent of each Lender;

(f) release Ultimate Parent from the Guaranty in Section 9.01 or all of the Subsidiary Guarantors without the written consent of each Lender, except, in the case of all of the Subsidiary Guarantors, to the extent the release of all of the Subsidiary Guarantors is permitted pursuant to Section 10.10 (in which case such release may be made by the Administrative Agent acting alone); or

(g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each affected Lender;

and, provided further , that (i) no amendment, waiver or consent will, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent will, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent will, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of such Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

11.02 Notices; Effectiveness; Electronic Communication .

(a) Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein will be in writing and will be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or e-mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone will be made to the applicable telephone number, as follows:

(i) if to any Loan Party, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopy number, electronic mail address or telephone number specified for such Person on Schedule 11.02 ; and

(ii) if to any other Lender, to the address, telecopy number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Loan Parties).

the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, will be effective as provided in such subsection (b) .

(b) Electronic Communications . Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing will not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Loan Parties may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address will be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication will be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website will be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) The Platform . THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMPANY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE COMPANY MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE COMPANY MATERIALS OR THE PLATFORM. In no event will the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to the Loan Parties, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Ultimate Parent’s or the Administrative Agent’s transmission of Company Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided , however , that in no event will any Agent Party have any liability to the Loan Parties, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc . Each of the Loan Parties and the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, telecopy, telephone number or electronic mail address for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopy, telephone number or electronic mail address for notices and other communications hereunder by notice to the Loan Parties, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopy number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States federal and state securities Laws, to make reference to Company Materials, if any, that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Ultimate Parent or its securities for purposes of United States federal or state securities Laws.

(e) Reliance by Administrative Agent, L/C Issuer and Lenders . The Administrative Agent, the L/C Issuer and the Lenders will be entitled to rely and act upon any notices (including telephonic Committed Loan Notices, Bid Requests and Swing Line Loan Notices) purportedly given by or on behalf of Ultimate Parent or the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower will indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of Ultimate Parent or the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.03 No Waiver; Cumulative Remedies; Enforcement . No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder will operate as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.14 ), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided , further , that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) , (c) and (d) of the preceding proviso and subject to Section 2.14, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

11.04 Expenses; Indemnity; Damage Waiver .

(a) Costs and Expenses . The Borrower will pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, which shall be limited to Shearman & Sterling LLP), in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof; provided that the out of pocket expenses of the Administrative Agent and its Affiliates and their counsel with respect to the preparation, negotiation, execution and delivery of the Loan Documents in connection with the Transaction shall be limited as set forth in the Commitment Letter and (ii) all reasonable and documented out of pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders (including the reasonable fees, disbursements and other charges of counsel, which shall be limited to one counsel, and if necessary, one local counsel in each appropriate jurisdiction and, solely in the case of a conflict of interest, one special conflicts counsel to all affected Indemnitees taken as a whole) in connection with the enforcement or protection of their respective rights in connection with this Agreement and the other Loan Documents, including its rights under this Section.

(b) Indemnification by the Borrower . The Borrower will indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, the Syndication Agent, each Lender, the L/C Issuer and each Related Party of any of the foregoing Persons (each an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of counsel, which shall be limited to one primary counsel, one local counsel in Ireland and Luxembourg and, if necessary, one local counsel in each other appropriate jurisdiction and, solely in the case of a conflict of interest, one special conflicts counsel to all affected Indemnitees, taken as a whole) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions

contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Ultimate Parent or any of its Subsidiaries, or any Environmental Liability related in any way to Ultimate Parent or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity will not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of such Indemnitee (or its respective affiliates and their respective officers, directors, employees or agents), (y) result from a claim brought by a Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from a claim of any Indemnitee solely against one or more Indemnitees (and not by one or more Indemnitees against the Administrative Agent, the Syndication Agent or any Arranger to the extent acting in their capacity as such and to the extent otherwise entitled to be indemnified hereunder) that have not resulted from the action or inaction of Ultimate Parent or its Subsidiaries or any of their respective officers, directors, employees or agents. Notwithstanding any of the foregoing provisions to the contrary, this Section 11.04(b) shall not apply with respect to Taxes, other than any Taxes that represent losses or damages arising from a non-Tax claim.

(c) Reimbursement by Lenders . To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d) .

(d) Waiver of Consequential Damages, Etc . To the fullest extent permitted by applicable law, none of the parties to this Agreement shall assert, and each party hereto hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or

instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients (excluding any Indemnitee) of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent that such damages are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided , however , that in no event will any Indemnitee have any liability for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). The indemnities in this Section 11.04(b) shall not abrogate, modify or diminish the obligations of the Administrative Agent, the Lenders and the L/C Issuer to keep certain information confidential in the manner and to the extent provided in Section 11.07 .

(e) Payments . All amounts due under this Section will be payable not later than ten Business Days after demand therefor.

(f) Survival . The agreements in this Section will survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

11.05 Payments Set Aside . To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied will be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence will survive the payment in full of the Obligations and the termination of this Agreement.

otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (e) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (g) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (e) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders . Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b) , participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts .

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default under Section 8.01(a) or 8.01(f) has occurred and is continuing, Ultimate Parent otherwise consents (each such consent not to be unreasonably withheld or delayed); provided , however , that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment so assigned, except that this clause (ii) shall not apply to rights and obligations in respect of Bid Loans or to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;

(iii) Required Consents . No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of Ultimate Parent (such consent not to be unreasonably withheld) shall be required unless (1) an Event of Default under Section 8.01(a) or 8.01(f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that Ultimate Parent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;

(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment that creates or increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and

(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment.

(iv) Assignment and Assumption . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons . No such assignment shall be made (A) to Ultimate Parent or any of Ultimate Parent’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B) , or (C) to a natural person. No such assignment of Commitments shall be made at any time prior to the initial funding of the Acquisition Loans hereunder on the Closing Date to any Person that is not an Eligible Pre-Closing Lender.

(vi) No Assignment Resulting in Additional Indemnified Taxes . No such assignment shall be made to any Person that, through its Lending Offices, is not capable of lending the applicable Alternative Currencies to the Borrower without the imposition of any additional Indemnified Taxes.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (d) of this Section, from and after the effective date specified in each Assignment and

Assumption, the assignee thereunder shall be a party to this Agreement and shall, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01 , 3.04 , 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (e) of this Section 11.06 .

(c) Certain Additional Payments . In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Ultimate Parent and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this subsection (c) , then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(d) Register . The Administrative Agent, acting solely for this purpose as an agent of the Loan Parties (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Loan Parties, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Loan Parties and, solely with respect to the Commitments of, and principal amounts (and stated interest) of the Loans owing to, any Lender, such Lender or the L/C Issuer, in each case at any reasonable time and from time to time upon reasonable prior notice.

(e) Participations . Any Lender may at any time, without the consent of, or notice to, Ultimate Parent, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or Ultimate Parent or any of Ultimate Parent’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Loan Parties, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Loan Parties, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. Subject to subsection (f) of this Section, Ultimate Parent and the Borrower agree that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant agrees to be subject to the provisions of Section 3.06 as if it were a Lender. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided such Participant agrees to be subject to Section 2.14 as though it were a Lender.

(f) Limitations upon Participant Rights . A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Ultimate Parent’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.01 unless Ultimate Parent and the Borrower are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) , Section 3.01(g) and Section 3.01(h) as though it were a Lender.

(g) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h) Resignation as L/C Issuer or Swing Line Lender after Assignment . Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ notice to the Borrower and Ultimate Parent and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower and Ultimate Parent, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower or Ultimate Parent shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower or Ultimate Parent to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c) ). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c) . Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

11.07 Treatment of Certain Information; Confidentiality . Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or

any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.15(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of Ultimate Parent or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Loan Parties.

For purposes of this Section, “ Information ” means all information received from Ultimate Parent or any Subsidiary relating to Ultimate Parent or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by Ultimate Parent or any Subsidiary; provided that, in the case of information received from Ultimate Parent or any Subsidiary after the Original Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section will be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning Ultimate Parent or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States federal and state securities Laws.

Subject to any applicable requirements of United State federal, state or local Laws or regulations, including securities Laws or regulations, neither the Administrative Agent nor any Lender will make or cause to be made, whether orally, in writing or otherwise, any public announcement or statement that is intended for the general public and not targeted primarily to reach audiences in the banking industry and the banking industry’s customers with respect to the transactions contemplated by this Agreement, or any of the provisions of this Agreement, without the prior written approval of Ultimate Parent as to the form, content and timing of such announcement or disclosure, which approval may be given or withheld in the Ultimate Parent’s sole discretion.

11.08 Right of Setoff . If an Event of Default will have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of any Loan Party against any and all of its obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer will have made any demand under this Agreement or any other Loan

Document and although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided , that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Loan Parties and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice will not affect the validity of such setoff and application. Notwithstanding the provisions of this Section 11.08 , if at any time any Lender, the L/C Issuer or any of their respective Affiliates maintains one or more deposit accounts for the Borrower or any other Loan Party into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

11.09 Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents will not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If the Administrative Agent or any Lender will receive interest in an amount that exceeds the Maximum Rate, the excess interest will be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

11.10 Counterparts; Integration; Effectiveness . This Agreement and the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which will constitute an original, but all of which when taken together will constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. The amendment and restatement of the Existing Credit Agreement in the form of this Agreement will become effective upon the satisfaction (or waiver) of the conditions set forth in Section 4 of the Second Amendment Agreement. Delivery of an executed counterpart of a signature page of any Loan Document by facsimile or other electronic transmission (including “pdf” or “tif”) will be effective as delivery of a manually executed counterpart of such Loan Document.

11.11 Survival of Representations and Warranties . All representations and warranties made hereunder and in any other Loan Document or other document delivered

pursuant hereto or thereto or in connection herewith or therewith will survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default on the Second Restatement Effective Date or at the time of any Credit Extension, and will continue in full force and effect as long as any Loan or any other Obligation hereunder will remain unpaid or unsatisfied or any Letter of Credit will remain outstanding.

11.12 Severability . If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents will not be affected or impaired thereby and (b) the parties will endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

11.13 Replacement of Lenders . In the event (i) any Lender requests compensation under Section 3.04 , (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , (iii) any Lender becomes a Defaulting Lender, (iv) any Lender refuses to consent to any amendment, waiver or other modification of this Agreement or any other Loan Document requested by a Loan Party that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders, or (v) any other circumstance exists hereunder that gives a Loan Party the right to replace a Lender as a party hereto, then any Loan Party may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06 ), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that will assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) the Borrower will have paid to the Administrative Agent the assignment fee specified in Section 11.06(b) ;

(b) such Lender will have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05 ) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 , such assignment will result in a reduction in such compensation or payments thereafter; and

(d) such assignment does not conflict with applicable Laws.

A Lender will not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the applicable Loan Party to require such assignment and delegation cease to apply.

11.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW . THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK;

(b) SUBMISSION TO JURISDICTION . 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 AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, 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 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 AGREEMENT OR IN ANY OTHER LOAN DOCUMENT WILL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE LOAN PARTIES OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION FOR THE PURPOSE OF ENFORCEMENT OF A JUDGMENT.

(c) WAIVER OF VENUE . 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 AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. 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.

(d) SERVICE OF PROCESS . EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02 . NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

11.15 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 AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (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 AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.16 USA PATRIOT Act . Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Patriot Act. The Loan Parties shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

11.17 Judgment Currency . If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used will be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents will, notwithstanding any judgment in a currency (the “ Judgment Currency ”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment

Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

11.18 No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Loan Parties acknowledge and agree that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lenders and the Arrangers are arm’s-length commercial transactions between the Loan Parties, on the one hand, and the Administrative Agent, the Lenders and the Arrangers, on the other hand, (B) the Loan Parties have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Loan Parties are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Lenders and the Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any other Person and (B) neither the Administrative Agent nor any Lender nor any Arranger has any obligation to the Loan Parties with respect to the transactions contemplated hereby, except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lenders and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties, and neither the Administrative Agent nor any Lender nor any Arranger has any obligation to disclose any of such interests to the Loan Parties. To the fullest extent permitted by law, the Loan Parties hereby waive and release any claims that it may have against the Administrative Agent, the Lenders and any Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

11.19 Electronic Execution of Assignments . The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act.

11.20 Effect of Amendment and Restatement of the Existing Credit Agreement . (a) On the Second Restatement Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be

of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement, except (i) to evidence the representations and warranties made by the Loan Parties thereto prior to the Second Restatement Effective Date (which representations and warranties made prior to the Second Restatement Effective Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Second Restatement Effective Date) and (ii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Second Restatement Effective Date (including any failure, prior to the Second Restatement Effective Date, to comply with the covenants contained in the Existing Credit Agreement). The parties hereto acknowledge and agree that (A) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” under the Existing Credit Agreement or the other Loan Documents as in effect prior to the Second Restatement Effective Date and which remain outstanding as of the Second Restatement Effective Date and (B) the “Obligations” under the Existing Credit Agreement and the other Loan Documents are in all respects continuing (as amended and restated hereby or by the applicable Loan Document and which are in all respects hereafter subject to the terms herein or therein, as applicable). The Borrower acknowledges and agrees that Section 11.04(b) of the Existing Credit Agreement shall, to the extent applicable immediately prior to the Second Restatement Effective Date, survive for the intended beneficiaries of such provision to the extent such provision applies with respect to any losses, claims, damages, liabilities and related expenses relating to events and circumstances occurring prior to the Second Restatement Effective Date.

(b) Except as the context otherwise provides, on and after the Second Restatement Effective Date, (i) all references to the Existing Credit Agreement or the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Credit Agreement or the Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby.

(c) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document.

(d) From and after the Second Restatement Effective Date, the Administrative Agent and each Lender under the Existing Credit Agreement on the Second Restatement Effective Date shall be deemed to continue to be a party to this Agreement in such respective capacity until such Person ceases to be a party hereto in accordance with the terms of this Agreement.

11.21 Successor Borrower . (a) Ultimate Parent may at any time, upon not less than 15 Business Days’ notice, notify the Administrative Agent that Ultimate Parent intends to designate a Subsidiary as a successor to the Borrower for purposes of this Agreement and the other Loan

Documents. Such notice shall specify the Subsidiary being designated as a successor to the Borrower and the date on which such designation shall become effective (which date shall be at least 15 Business Days from the date of the notice). On the date specified in such notice, such Subsidiary shall thereupon automatically become the Borrower for purposes of this Agreement and, as such, shall have all of the rights and obligations of the Borrower hereunder. The Administrative Agent shall promptly notify each Lender of Ultimate Parent’s notice of such pending designation, the identity of the respective Subsidiary and the date such designation is to become effective in accordance with the terms of this Agreement. Following the giving of any notice pursuant to this Section 11.21(a) , if the designation of such Subsidiary obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, Ultimate Parent shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations.

(b) As soon as practicable after receiving notice from Ultimate Parent or the Administrative Agent of Ultimate Parent’s intent to designate a Subsidiary as a successor Borrower, and in any event no later than five Business Days after the delivery of such notice, for a Subsidiary that is organized under the laws of a jurisdiction other than Luxembourg, Ireland, Bermuda, Puerto Rico or the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Subsidiary directly or through an Affiliate of such Lender (a “ Protesting Lender ”) shall so notify Ultimate Parent and the Administrative Agent in writing. With respect to each Protesting Lender, Ultimate Parent shall, effective on or before the date that such Subsidiary shall succeed to the rights and obligations of the Borrower hereunder, either (i) cause such Protesting Lender to assign and delegate all of its interests, rights and obligations under this Agreement in accordance with Sections 3.06 and 11.13 or (ii) if such assignment cannot be made prior to such date, pay to such Protesting Lender an amount equal to 100% of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan documents (including amounts under Section 3.05 ), whereupon such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of Sections 3.01 , 3.04 and 11.04 with respect to facts and circumstances occurring prior to the such date.

Schedule 2.01

Applicable Percentages; Commitments


Lender	Commitment		Applicable Percentage
Bank of America, N.A.	$	70,000,000		9.333333333	%
Wells Fargo Bank, N.A.	$	70,000,000		9.333333333	%
Barclays Bank PLC	$	57,500,000		7.666666667	%
JPMorgan Chase Bank, N.A.	$	57,500,000		7.666666667	%
Deutsche Bank AG New York Branch	$	55,000,000		7.333333333	%
Mizuho Bank (USA)	$	55,000,000		7.333333333	%
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	55,000,000		7.333333333	%
DNB Bank ASA, Grand Cayman Branch	$	45,000,000		6.000000000	%
HSBC Bank USA, N.A.	$	45,000,000		6.000000000	%
The Royal Bank of Scotland plc	$	45,000,000		6.000000000	%
U.S. Bank National Association	$	45,000,000		6.000000000	%
Australia and New Zealand Banking Group Limited	$	30,000,000		4.000000000	%
Lloyds Bank plc	$	30,000,000		4.000000000	%
Santander Bank, N.A.	$	30,000,000		4.000000000	%
Sumitomo Mitsui Banking Corporation	$	30,000,000		4.000000000	%
TD Bank, N.A.	$	30,000,000		4.000000000	%
Total:	$	750,000,000		100.000000000	%

Schedule 5.06

Litigation

None.

Schedule 5.14

Subsidiaries

Tango US Holdings Inc., a Delaware corporation

Tango Merger Sub 1 LLC, a Delaware limited liability company

Tango Merger Sub 2 LLC, a Delaware limited liability company

Silom Medical Co., Ltd.

Silom Medical International Co., Ltd.

Actavis Funding SCS

In addition to the Subsidiaries listed above, Ultimate Parent also incorporates by reference the Subsidiaries disclosed in Exhibit 21.1 to its Form 10K for the period ended December 31, 2013, filed with the SEC on February 25, 2014, excluding the following entities:

•

Actavis Deutschland GmbH & Co. KG

•

Actavis Management GmbH

•

Actavis Spain S.A.

•

Actavis France SAS

•

Arrow Generiques SAS

•

Actavis BV

•

Actavis A/S Sucursal Portugal Branch

Schedule 7.01

Existing Liens

None.

Schedule 7.02

Existing Indebtedness

In addition to the Indebtedness described below, Ultimate Parent also incorporates by reference the Indebtedness disclosed in (a) its Form 10Q for the period ended March 31, 2014, filed with the SEC on May 5, 2014 and (b) the Acquired Business’ Form 10K for the fiscal year ended March 31, 2014, filed with the SEC on May 30, 2014.

1.	Amounts (including letters of credit) outstanding under the Actavis Revolving Credit Agreement.

2.	Amounts outstanding under the WC Term Loan Credit Agreement.

3.	Actavis has issued $1,200,000,000 of 1.875% notes, due October 1, 2017.

4.	Warner Chilcott has issued $1,250,000,000 of 7.750% notes, due September 15, 2018.

5.	Actavis has issued $400,000,000 of 6.125% notes, due August 14, 2019.

6.	Actavis has issued $1,700,000,000 of 3.250% notes, due October 1, 2022.

7.	Actavis has issued $1,000,000,000 of 4.6250% notes, due October 1, 2043.

Multicurrency Group Account System Agreement (International Cash Pool Agreement) dated 22 January 2009 between, amongst others, Actavis Group PTC ehf (as Parent) and DNB NOR Bank ASA (as Bank) and Multicurrency Overdraft Facility dated 26 January 2007 (as amended on 9 March 2007, 28 March 2008 and 1 October 2012) between Actavis Group PTC ehf and DNB NOR Bank ASA for a collective principal amount of €15 million.

9.	Subsidiaries of Ultimate Parent have incurred various finance leases. The total aggregate USD equivalent amount outstanding is $17,064,883.

10.	Actavis is party to a Reimbursement Agreement between Actavis and DNB Bank ASA dated January 4, 2013 in relation to certain Letters of Credit issues at the request of Actavis or Actavis Group hf and/or any Actavis’ subsidiaries. The USD equivalent outstanding is $5,014,294.

11.	Uteron Pharma, SA has incurred third party debt in the form of grants and finance leases for equipment. The total aggregate USD equivalent amount outstanding is $5,079,348.

12.	The Forest Notes.

Schedule 11.02

Administrative Agent’s Office; Certain Addresses for Notices

LOAN PARTIES :

(For financial/loan activity – advances, pay down, interest/fee billing and payments, rollovers, rate-settings):

c/o Actavis, Inc.

Morris Corporate Center III

400 Interpace Parkway

Parsippany, NJ 07054


Attention:		Timothy F. Kelly
Telephone:		(862) 261-7311
Telecopier:		(862) 261-7940
E-Mail:		timothy.kelly@actavis.com

Website Address: www.actavis.com

(For all other notices, etc.):

c/o Actavis, Inc.

Morris Corporate Center III

400 Interpace Parkway

Parsippany, NJ 07054


Attention:		Stephen M. Kaufhold
Telephone:		(862) 261-8274
Telecopier:		(862) 261-7940
E-Mail:		stephen.kaufhold@actavis.com

Website Address: www.actavis.com

ADMINISTRATIVE AGENT OFFICE :

(For financial/loan activity – advances, pay down, interest/fee billing and payments, rollovers, rate-settings):

One Independence Center

101 N Tryon St

Charlotte, NC 28255-0001


Attention:		Monique Haley
Telephone:		(980) 388-1043
Telecopier:		(704) 719-8510
E-Mail:		Monique.haley@baml.com

Remittance Instructions :

Bank of America, N.A.

New York, New York


ABA No.:		026009593
Account No.:		1366212250600
Attention:		Corporate Credit Services
Reference:		Actavis Capital S.à r.l.

(For financial statements, compliance certificates, maturity extension and commitment change notices, amendments, consents, vote taking, etc.):

Bank of America

1455 Market Street

San Francisco CA 94103-1399


Attention:		Robert Rittelmeyer
Telephone:		(415) 436-2616
Telecopier:		(715) 503-5099
E-Mail:		robert.j.rittelmeyer@baml.com

L/C ISSUER :

One Independence Center

101 N Tryon St

Charlotte, NC 28255-0001


Attention:		Robert LaPorte
Telephone:		980-387-1282
E-Mail:		robert.laporte@baml.com

Remittance Instructions :

Bank of America, N.A.

New York, New York


ABA No.:		026009593
Account No.:		1366212250600
Attention:		Corporate Credit Services

SWING LINE LENDER :

One Independence Center

101 N Tryon St

Charlotte, NC 28255-0001


Attention:		Robert LaPorte
Telephone:		980-387-1282
E-Mail:		robert.laporte@baml.com

Remittance Instructions :

Bank of America, N.A.

New York, New York


ABA No.:		026009593
Account No.:		1366212250600
Attention:		Corporate Credit Services

Exhibit A

to the Second Amended and Restated Actavis

Revolving Credit and Guaranty Agreement

FORM OF

ADMINISTRATIVE QUESTIONNAIRE

[ Attached ]

A-1

Exhibit B

to the Second Amended and Restated Actavis

Revolving Credit and Guaranty Agreement

[FORM OF]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “ Assignment and Assumption ”) is dated as of the Assignment 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 Assignment 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 (including, without limitation, the Letters of Credit and the Swing Line Loans) 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.

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 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

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

Credit Agreement : Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of June 30, 2014 (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 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, Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership ( société en commandite simple ) organized under the laws of the Grand Duchy of Luxembourg, Actavis plc, a public limited company organized under the laws of Ireland (“Ultimate Parent”), Warner Chilcott Limited, a Bermuda company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender

6.	Assigned Interest[s] :

Assignor[s] ⁵

Assignee[s] ⁶

Aggregate
Amount of
Commitment/
Loans for all
Lenders ⁷

Amount of
Commitment/
Loans
Assigned

Percentage
Assigned of
Commitment/
Loans ⁸

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 Assignment Effective Date.

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

B-2

[7.	Trade Date: ] ⁹

[ Signature Page Follows ]

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-3

Effective Date: , 20 [TO BE INSERTED BY THE 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 Accepted] ¹⁰ :

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

By:
		Name:
		Title:

[Consented to:] ¹¹

ACTAVIS PLC

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 Ultimate Parent and/or other parties (e.g., Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement.

B-4

ANNEX 1

TO ASSIGNMENT AND ASSUMPTION

Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of June 30, 2014, among Actavis Capital S.à r.l. (f/k/a Actavis WC Holding S.à r.l.), Actavis, Inc., Actavis Funding SCS, Actavis plc, Warner Chilcott Limited, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender

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 Ultimate Parent, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Ultimate Parent, 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 11.06(b)(iii), (v), and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Assignment 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 Ultimate Parent and its Subsidiaries (as defined in the Credit Agreement) 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 Ultimate Parent, 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

B-5

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 Ultimate Parent, 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.

2. Payments . From and after the Assignment 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 Assignment Effective Date and to [the] [the relevant] Assignee for amounts which have accrued from and after the Assignment 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 facsimile 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-6

Exhibit C-1

to the Second Amended and Restated Actavis

Revolving Credit and Guaranty Agreement

[FORM OF]

BID REQUEST

Date: ,

To:	Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to the Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of June 30, 2014, 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 (the “ Borrower ”), Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership ( société en commandite simple ) organized under the laws of the Grand Duchy of Luxembourg, Actavis plc, a public limited company organized under the laws of Ireland, Warner Chilcott Limited, a Bermuda company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent for the Lenders, L/C Issuer and Swing Line Lender (as amended, restated, extended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).

The Lenders are invited to make Bid Loans:

Borrowing date (a Business Day on which the funds will be available to the Borrower).

In an aggregate amount not exceeding $ (with any sublimits set forth below).

¨ Bid Loans based on an Absolute Rate

¨ Bid Loans based on Eurocurrency Rate

Comprised of (select one):


Bid Loan No.	Interest Period requested		Maximum principal amount requested	Discretionary Alternative Currency requested
1		days/mos	$
2		days/mos	$
3		days/mos	$

The Bid Borrowing requested herein complies with the requirements of the proviso to the first sentence of Section 2.03(a) of the Credit Agreement.

C-1-1

The Borrower authorizes the Administrative Agent to deliver this Bid Request to the Lenders. Responses by the Lenders must be in substantially the form of Exhibit C-2 to the Credit Agreement and must be received by the Administrative Agent by the time specified in Section 2.03(c) of the Credit Agreement for submitting Competitive Bids.


ACTAVIS CAPITAL S.À R.L.

By:
		Name:
		Title:

C-1-2

Exhibit C-2

to the Second Amended and Restated Actavis

Revolving Credit and Guaranty Agreement

[FORM OF]

COMPETITIVE BID

Date: ,

To:	Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

In response to the Bid Request dated , 20 , the undersigned offers to make the following Bid Loan(s):

Borrowing date (a Business Day on which the funds will be available to the Borrower).

In an aggregate amount not exceeding $ (with any sublimits set forth below).

¨ Bid Loans based on an Absolute Rate

¨ Bid Loans based on Eurocurrency Rate

Comprised of:


Bid Loan No.	Interest Period offered		Bid Maximum	Absolute Rate Bid or Eurocurrency Margin Bid*			Discretionary Alternative Currency requested
1		days/mos	$		(- +)	%
2		days/mos	$		(- +)	%
3		days/mos	$		(- +)	%


Contact Person:

*	Expressed in multiples of 1/100th of a basis point.

C-2-1


Telephone:


[LENDER]

By:
		Name:
		Title:

******************************************************************************

THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID:

The offers made above are hereby accepted in the amounts set forth below:


Bid Loan No.		Principal Amount Accepted
		$
		$
		$


ACTAVIS CAPITAL S.À R.L.

By:
Name:
Title:
Date:

C-2-2

Exhibit D

to the Second Amended and Restated Actavis

Revolving Credit and Guaranty Agreement

[FORM OF]

COMMITTED LOAN NOTICE

Date: ,

To:

Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of June 30, 2014 (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 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 (the “ Borrower ”), Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership ( société en commandite simple ) organized under the laws of the Grand Duchy of Luxembourg, Actavis plc, a public limited company organized under the laws of Ireland, Warner Chilcott Limited, a Bermuda company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent for the Lenders, L/C Issuer and Swing Line Lender.

The Borrower hereby requests (select one):

¨ A Borrowing of Committed Loans

¨ A conversion or continuation of Committed Loans

On (a Business Day).

In the amount of .

Comprised of .

[Type of Committed Loan requested]

In the following currency: .

[5.

For Eurocurrency Rate Loans: with an Interest Period of months/days].

[The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement.] ¹

¹	To be included only in connection with a new Borrowing.

D-1


ACTAVIS CAPITAL S.À R.L.

By:
		Name:
		Title:

D-2

Exhibit E

to the Second Amended and Restated Actavis

Revolving Credit and Guaranty Agreement

[FORM OF]

COMPLIANCE CERTIFICATE

Reference is made to the Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of June 30, 2014, 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, Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership ( société en commandite simple ) organized under the laws of the Grand Duchy of Luxembourg, Actavis plc, a public limited company organized under the laws of Ireland (“ Ultimate Parent ”), Warner Chilcott Limited, a Bermuda company, the Lenders from time to time party thereto, and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”), L/C Issuer and Swing Line Lender (as amended, restated, extended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to Section 6.02(a) of the Credit Agreement, the undersigned, in his/her capacity as a Responsible Officer of Ultimate Parent, certifies as follows:

1. [Attached hereto as Exhibit [A] is a consolidated balance sheet of Ultimate Parent and its Subsidiaries as of as of December 31, 20[ — ], and the related consolidated statements of income or operations and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP or another independent public accountant of recognized national standing as to whether such financial statements are free of material misstatement, which report and opinion was prepared in accordance with audit standards of the Public Company Accounting Oversight Board and is not subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit or with respect to the absence of material misstatement.]

2. [Attached hereto as Exhibit [B] is a consolidated balance sheet of Ultimate Parent and its Subsidiaries as of as of [ — ], 20[ — ], and the related consolidated statements of income or operations and cash flows for such fiscal quarter and for the portion of Ultimate Parent’s [ — ] Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail, certified by the [chief financial officer] [vice president and controller] of Ultimate Parent as fairly presenting the financial condition, results of operations and cash flows of Ultimate Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.]

3. At no time during the period between [ — ] and [ — ] (the “ Certificate Period ”) did a Default occur, and on the date hereof no Default exists. [If unable to provide the foregoing certification, fully describe the reasons therefor and circumstances thereof and any action taken or proposed to be taken with respect thereto (including the delivery of a “Notice of Intent to Cure” concurrently with delivery of this Compliance Certificate) on Annex A attached hereto.]

E-1

4. The following represent true and accurate calculations, as of the last day of the Certificate Period, to be used to determine whether Ultimate Parent is in compliance with the Consolidated Leverage Ratio covenant set forth in Section 7.08 of the Credit Agreement:


Consolidated Total Debt:		[ — ]
Consolidated EBITDA:		[ — ]
Actual Consolidated Leverage Ratio:		[ — ] to 1.00
Required Consolidated Leverage Ratio:		[ — ] to 1.00

Supporting detail showing the calculation of Consolidated Total Debt is attached hereto as Schedule 1 . Supporting detail showing the calculation of Consolidated EBITDA is attached hereto as Schedule 2 .

E-2

IN WITNESS WHEREOF, the undersigned, in his/her capacity as a Responsible Officer of Ultimate Parent, has executed this certificate for and on behalf of Ultimate Parent and has caused this certificate to be delivered this day of .


ACTAVIS PLC

By:
		Name:
		Title:

E-3

[ANNEX A] ¹

[Information Relating to Default]

¹	Annex A to be attached only if required pursuant to paragraph 3.

E-4

SCHEDULE 1

Calculation of Consolidated Total Debt

E-5

SCHEDULE 2

Calculation of Consolidated EBITDA

E-6

Exhibit F

to the Second Amended and Restated Actavis

Revolving Credit and Guaranty Agreement

[FORM OF]

NOTE

, 20

FOR VALUE RECEIVED, the undersigned (the “ Borrower ”) hereby promises to pay to or registered assigns (the “ Lender ”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of June 30, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”; terms defined therein being used herein as therein defined), 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 (the “ Borrower ”), Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership ( société en commandite simple ) organized under the laws of the Grand Duchy of Luxembourg, Actavis plc, a public limited company organized under the laws of Ireland, Warner Chilcott Limited, a Bermuda company, the lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

The Borrower promises to pay interest on the unpaid principal amount of each Loan made by the Lender from the date such Loan is made until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.05(f) of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in the currency in which such Committed Loan was denominated and in Same Day Funds at the Administrative Agent’s Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount, currency and maturity of its Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

F-1

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


		ACTAVIS CAPITAL S.À R.L.

By:
		Name:
		Title:

F-2

LOANS AND PAYMENTS WITH RESPECT THERETO

Date

Type of
Loan Made

Currency
and
Amount of
Loan Made

End of
Interest
Period

Amount of
Principal or
Interest Paid
This Date

Outstanding
Principal
Balance
This Date

Notation
Made By

F-3

Exhibit G

to the Second Amended and Restated Actavis

Revolving Credit and Guaranty Agreement

[FORM OF]

SUBSIDIARY GUARANTOR COUNTERPART AGREEMENT

To:

Bank of America, N.A., as Administrative Agent

Re:

Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of June 30, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), 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 (the “ Borrower ”), Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership ( société en commandite simple ) organized under the laws of the Grand Duchy of Luxembourg, Actavis plc, a public limited company organized under the laws of Ireland, Warner Chilcott Limited, a Bermuda company, the lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender

Ladies and Gentlemen:

Reference is made to the above-captioned Credit Agreement and to the Guaranty set forth in Article IX thereof. Capitalized terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

Section 1. Pursuant to Section 6.12 of the Credit Agreement, the undersigned hereby:

(a) agrees that this Subsidiary Guarantor Counterpart Agreement may be attached to the Credit Agreement and that upon the execution and delivery hereof, the undersigned becomes a party to and a Guarantor under the Credit Agreement and the Guaranty set forth in Article IX thereof and agrees to be bound by all of the terms thereof that are applicable to Guarantors; and

(b) makes each of the representations and warranties set forth in Sections 5.01, 5.02, 5.03 and 5.04 of the Credit Agreement to the same extent as each other Material Subsidiary.

Section 2. The undersigned agrees to take all such actions and execute and deliver, or cause to be executed and delivered, such further documents as it is required to pursuant to Section 6.12 of the Credit Agreement. Neither this Subsidiary Guarantor Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided pursuant to the Credit Agreement. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.02 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Subsidiary Guarantor

G-1

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

Section 3. Governing Law; Jurisdiction; Etc.

(a) Governing Law . THIS SUBSIDIARY GUARANTOR COUNTERPART AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) Submission To Jurisdiction . THE UNDERSIGNED 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 GUARANTEED PARTY OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS 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 THE UNDERSIGNED 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 SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. THE UNDERSIGNED 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 SUBSIDIARY GUARANTOR COUNTERPART AGREEMENT WILL AFFECT ANY RIGHT THAT ANY GUARANTEED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS SUBSIDIARY GUARANTOR COUNTERPART AGREEMENT AGAINST THE UNDERSIGNED OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION FOR THE PURPOSE OF ENFORCEMENT OF A JUDGMENT.

(c) Waiver of Venue . THE UNDERSIGNED 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 SUBSIDIARY GUARANTOR COUNTERPART AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. THE UNDERSIGNED 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.

(d) Service of Process . THE UNDERSIGNED IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 2 HEREOF. NOTHING IN THIS SUBSIDIARY GUARANTOR COUNTERPART AGREEMENT WILL AFFECT THE RIGHT OF ANY GUARANTEED PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

G-2

(e) Waiver of Jury Trial . THE UNDERSIGNED 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 SUBSIDIARY GUARANTOR COUNTERPART AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

[ Signature Page Follows ]

G-3

Executed this day of , 20 .


[NAME OF ADDITIONAL GUARANTOR]

By:
		Name:
		Title:

Address for notices:





Attention:
Facsimile:

with a copy to:





Attention:
Facsimile:

G-4

Exhibit H

to the Second Amended and Restated Actavis

Revolving Credit and Guaranty Agreement

[FORM OF]

RESPONSIBLE OFFICER’S CERTIFICATE

[INSERT NAME OF LOAN PARTY]

[ ], 2014

This certificate is furnished pursuant to that certain Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of the date first written above, 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, Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership ( société en commandite simple ) organized under the laws of the Grand Duchy of Luxembourg, Actavis plc, a public limited company organized under the laws of Ireland, Warner Chilcott Limited, a Bermuda company, the lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender (the “ Credit Agreement ”).

I, [ insert name of Responsible Officer ], hereby certify that I am the duly elected [ insert title of Responsible Officer ] of [ insert name of Loan Party ], a [ insert description of type of organization of Loan Party ] (the “ Company ”) and in the name and on behalf of the Company (and not in my individual capacity) I further certify that:

Attached hereto as Exhibit A is a true, correct and complete copy of the Company’s [ insert appropriate formation document ] and all amendments thereto, as certified by the [ insert appropriate governmental official ] and as in effect on the date hereof. There have been no changes to the Company’s [ insert appropriate formation document ] since the date of the most recent certification thereof by the [ insert appropriate governmental official ];

Attached hereto as Exhibit B is a true and correct copy of the [ insert appropriate governing document ] of the Company as in effect on the date hereof;

Attached hereto as Exhibit C is a true and correct copy of the [ insert appropriate authorizing document ] of the Company, which were duly adopted on [ insert date of adoption ], which, among other things, authorize the execution, delivery and performance of the Credit Agreement and the Notes (as defined in the Credit Agreement), if applicable. Said [ insert appropriate authorizing document ] are in full force and effect and have not been rescinded or repealed as of the date hereof;

Attached hereto as Exhibit D is a true and correct copy of a [certificate of good standing] for the Company, dated as of [ ], 201[ ], from the [ insert appropriate governmental official ];

[I have reviewed the terms of Sections 4.01(b) , (c) and (d) of the Credit Agreement and the definitions and provisions contained in the Credit Agreement

H-1

relating thereto and, in my opinion, have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to therein. Based upon my review and examination described in that the preceding sentence, the conditions specified in Sections 4.01(b) , (c) and (d) of the Credit Agreement have been satisfied on and as of the date hereof;] ¹ and

The individuals named on the next page are presently the duly qualified and acting holders of the offices of the Company set forth beside his/her name, and the sample signatures which appear beside each of their names is genuine.

[ Remainder of page intentionally left blank ]

¹	Use the bracketed language here only for Actavis plc.

H-2


N AME	T ITLE	S IGNATURE

[insert name]	[insert title]

[insert name]	[insert title]

[insert name]	[insert title]

[ Remainder of page intentionally left blank ]

H-3

IN WITNESS WHEREOF , I have fully executed this Certificate and caused it to be delivered as of the date first written above.


By:
		Name:
		Title:

The undersigned, being [ insert title ] of the Company, hereby certifies that [ insert name of officer signing above ] is the duly elected [ insert title of officer signing above ] of the Company, that [he] [she] occupies such office on the date hereof and the signature above is [his] [her] true and correct signature.

IN WITNESS WHEREOF , I have hereunto set my hand as of the date first set forth above.


By:
		Name:
		Title:

H-1-4

Exhibit A

[Articles of Incorporation]

H-1-5

Exhibit B

[Bylaws]

H-1-6

Exhibit C

[Resolutions]

H-1-7

Exhibit D

[Certificate of Good Standing]

H-1-8

Exhibit I

to the Second Amended and Restated Actavis

Revolving Credit and Guaranty Agreement

[FORM OF]

SWING LINE LOAN NOTICE

Date: ,

To:	Bank of America, N.A., as Swing Line Lender

Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to the Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of June 30, 2014, 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 (the “Borrower”), Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership ( société en commandite simple ) organized under the laws of the Grand Duchy of Luxembourg, Actavis plc, a public limited company organized under the laws of Ireland, Warner Chilcott Limited, a Bermuda company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent for the Lenders, L/C Issuer and Swing Line Lender (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined).

The Borrower hereby requests a Swing Line Loan:

On (a Business Day).

In the amount of $ .

The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05(a) of the Credit Agreement.


ACTAVIS CAPITAL S.À R.L.

By:
		Name:
		Title:

I-1

Exhibit J-1

to the Second Amended and Restated Actavis

Revolving Credit and Guaranty Agreement

FORM OF OPINION OF LATHAM & WATKINS LLP

[Attached]

J-1-1

Exhibit J-2

to the Second Amended and Restated Actavis

Revolving Credit and Guaranty Agreement

FORM OF OPINION OF CONYERS DILL & PEARMAN

[Attached]

J-2-1

Exhibit J-3

to the Second Amended and Restated Actavis

Revolving Credit and Guaranty Agreement

FORM OF OPINION OF LOYENS & LOEFF

[Attached]

J-3-1

Exhibit K-1

to the Second Amended and Restated Actavis

Revolving Credit and Guaranty Agreement

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES)

Reference is made to the Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of June 30, 2014, 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 (the “Borrower”), Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, Actavis plc, a public limited company organized under the laws of Ireland, Warner Chilcott Limited, a Bermuda company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent for the Lenders, L/C Issuer and Swing Line Lender (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Pursuant to Section 3.01(b) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loans (as well as any Notes evidencing such Loans) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower or Ultimate Parent within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower or Ultimate Parent as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF LENDER] ,

By:
		Name:
		Title:

K-1-1

Exhibit K-2

to the Second Amended and Restated Actavis

Revolving Credit and Guaranty Agreement

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES)

Reference is made to the Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of June 30, 2014, 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 (the “Borrower”), Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, Actavis plc, a public limited company organized under the laws of Ireland, Warner Chilcott Limited, a Bermuda company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent for the Lenders, L/C Issuer and Swing Line Lender (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Pursuant to Section 3.01(b) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower or Ultimate Parent within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower or Ultimate Parent as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF PARTICIPANT] ,

By:
		Name:
		Title:

K-2-1

Exhibit K-3

to the Second Amended and Restated Actavis

Revolving Credit and Guaranty Agreement

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES)

Reference is made to the Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of June 30, 2014, 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 (the “Borrower”), Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, Actavis plc, a public limited company organized under the laws of Ireland, Warner Chilcott Limited, a Bermuda company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent for the Lenders, L/C Issuer and Swing Line Lender (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Pursuant to Section 3.01(b) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower or Ultimate Parent within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower or Ultimate Parent as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF PARTICIPANT] ,

By:
		Name:
		Title:

K-3-1

Exhibit K-4

to the Second Amended and Restated Actavis

Revolving Credit and Guaranty Agreement

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES)

Reference is made to the Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of June 30, 2014, 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 (the “Borrower”), Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, Actavis plc, a public limited company organized under the laws of Ireland, Warner Chilcott Limited, a Bermuda company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent for the Lenders, L/C Issuer and Swing Line Lender (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Pursuant to Section 3.01(b) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower or Ultimate Parent within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower or Ultimate Parent as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF LENDER] ,

By:
		Name:
		Title:

K-4-1

Exhibit 10.3

Execution Version

LOGO

CASH BRIDGE CREDIT AND GUARANTY AGREEMENT

dated as of June 30, 2014

among

WARNER CHILCOTT LIMITED,

as Intermediate Parent,

ACTAVIS CAPITAL S.À R.L.

as Borrower,

ACTAVIS, INC.

and

ACTAVIS FUNDING SCS,

as Subsidiary Guarantors,

THE LENDERS PARTY HERETO and

BANK OF AMERICA, N.A.,

as Administrative Agent

MIZUHO BANK, LTD.,

as Syndication Agent

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and MIZUHO BANK, LTD.,

as Joint Bookrunners and Joint Lead Arrangers

TABLE OF CONTENTS


Section		Page

	ARTICLE I.
	DEFINITIONS AND ACCOUNTING TERMS

1.01	Defined Terms		1

1.02	Other Interpretive Provisions		26

1.03	Accounting Terms		26

1.04	Times of Day		28

1.05	Rounding		28

1.06	Schedules		28

	ARTICLE II.
	THE COMMITMENTS AND BORROWINGS

2.01	Loans		28

2.02	Borrowings, Conversions and Continuations of Loans		28

2.03	[Reserved]		31

2.04	[Reserved]		31

2.05	[Reserved]		31

2.06	Prepayments		31

2.07	Termination or Reduction of Commitments		32

2.08	Repayment of Loans		32

2.09	Interest		32

2.10	Fees		32

2.11	Computation of Interest and Fees		33

2.12	Evidence of Debt		33

2.13	Payments Generally		34

2.14	Sharing of Payments by Lenders		35



2.15	[Reserved]	36

2.16	[Reserved]	36

2.17	Defaulting Lenders	36

	ARTICLE III.
	TAXES, YIELD PROTECTION AND ILLEGALITY

3.01	Taxes	38

3.02	Illegality	42

3.03	Inability to Determine Rates	42

3.04	Increased Costs; Additional Reserve Requirements	43

3.05	Compensation for Losses	44

3.06	Mitigation Obligations; Replacement of Lenders	45

3.07	Survival	46

	ARTICLE IV.
	CONDITIONS PRECEDENT

4.01	Conditions to Effectiveness	46

4.02	Conditions to Borrowing	46

	ARTICLE V.
	REPRESENTATIONS AND WARRANTIES

5.01	Existence, Qualification and Power	48

5.02	Authorization; No Contravention	48

5.03	Material Governmental Authorization; Other Material Consents	49

5.04	Binding Effect	49

5.05	Material Adverse Effect	49

5.06	Litigation	49

5.07	No Default	50

5.08	Ownership of Property; Liens	50



5.09	Environmental Compliance	50

5.10	Solvency	50

5.11	Insurance	50

5.12	Taxes	50

5.13	Patriot Act	50

5.14	ERISA	50

5.15	OFAC	51

5.16	Subsidiaries; Equity Interests	52

5.17	Margin Regulations; Investment Company Act	52

5.18	Disclosure	52

5.19	Compliance with Laws	52

5.20	Intellectual Property; Licenses, Etc.	52

	ARTICLE VI.
	AFFIRMATIVE COVENANTS

6.01	Financial Statements	53

6.02	Certificates; Other Information	54

6.03	Notices	55

6.04	Payment of Taxes	56

6.05	Preservation of Existence, Etc.	56

6.06	Maintenance of Properties	56

6.07	Maintenance of Insurance	56

6.08	Compliance with Laws	56

6.09	Books and Records	56

6.10	Inspection Rights	57

6.11	Use of Proceeds	57

6.12	Covenant to Guarantee Obligations	57

iii


	ARTICLE VII.
	NEGATIVE COVENANTS

7.01	Liens	58

7.02	Subsidiary Indebtedness	59

7.03	Fundamental Changes	60

7.04	Change in Nature of Business	60

7.05	Transactions with Affiliates	60

7.06	Investments	61

7.07	Restricted Payments	61

	ARTICLE VIII.
	EVENTS OF DEFAULT AND REMEDIES

8.01	Events of Default	61

8.02	Remedies Upon Event of Default	63

8.03	Application of Funds	64

8.04	Cleanup Period	64
	ARTICLE IX.
	GUARANTEE

9.01	Guarantee of Guaranteed Obligations	65

9.02	Limitation on Obligations Guaranteed	65

9.03	Nature of Guarantee; Continuing Guarantee; Waivers of Defenses	66

9.04	Rights of Reimbursement, Contribution and Subrogation	68

9.05	Payments	69

9.06	Subordination of Other Obligations	69

9.07	Financial Condition of Borrower and other Guarantors	69

9.08	Bankruptcy, Etc.	70

9.09	Duration of Guarantee	70

9.10	Reinstatement	70


	ARTICLE X.
	ADMINISTRATIVE AGENT

10.01	Appointment and Authority	70

10.02	Rights as a Lender	71

10.03	Exculpatory Provisions	71

10.04	Reliance by Administrative Agent	72

10.05	Delegation of Duties	72

10.06	Resignation of Administrative Agent	72

10.07	Non-Reliance on Administrative Agent and Other Lenders	73

10.08	No Other Duties, Etc.	73

10.09	Administrative Agent May File Proofs of Claim	73

10.10	Guaranty Matters	74

	ARTICLE XI.
	MISCELLANEOUS

11.01	Amendments, Etc.	74

11.02	Notices; Effectiveness; Electronic Communication	76

11.03	No Waiver; Cumulative Remedies; Enforcement	77

11.04	Expenses; Indemnity; Damage Waiver	78

11.05	Payments Set Aside	80

11.06	Successors and Assigns	80

11.07	Treatment of Certain Information; Confidentiality	84

11.08	Right of Setoff	85

11.09	Interest Rate Limitation	86

11.10	Counterparts; Integration; Effectiveness	86

11.11	Survival of Representations and Warranties	86


11.12	Severability	87

11.13	Replacement of Lenders	87

11.14	Governing Law; Jurisdiction; Etc.	88

11.15	WAIVER OF JURY TRIAL	89

11.16	USA PATRIOT Act	89

11.17	Judgment Currency	89

11.18	No Advisory or Fiduciary Responsibility	90

11.19	Electronic Execution of Assignments	90

11.20	Successor Borrower	91

SCHEDULES


2.01		Applicable Percentages; Commitments
5.06		Litigation
5.16		Subsidiaries
7.01		Existing Liens
7.02		Existing Indebtedness
11.02		Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

Form of


A		Administrative Questionnaire
B		Assignment and Assumption
C		Compliance Certificate
D		Loan Notice
E		Note
F		Subsidiary Guarantor Counterpart Agreement
G		Officer’s Certificate
H		[Reserved]
I		Solvency Certificate
J-1		Opinion of Latham & Watkins LLP, special New York counsel to the Loan Parties
J-2		Opinion of Greenberg Traurig LLP, special Nevada counsel to Actavis
J-3		Opinion of Loyens & Loeff Luxembourg S.à r.l., special Luxembourg counsel to the Borrower and Actavis SCS
J-4		Opinion of Conyers Dill & Pearman, special Bermuda counsel to Intermediate Parent
K-1		U.S. Tax Compliance Certificate (For Foreign Lenders that are not Partnerships)
K-2		U.S. Tax Compliance Certificate (For Foreign Participants that are not Partnerships)
K-3		U.S. Tax Compliance Certificate (For Foreign Participants that are Partnerships)
K-4		U.S. Tax Compliance Certificate (For Foreign Lenders that are Partnerships)

vii

ACTAVIS CASH BRIDGE CREDIT AND GUARANTY AGREEMENT

This ACTAVIS CASH BRIDGE CREDIT AND GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “ Agreement ”) is entered into as of June 30, 2014 by 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 with a share capital of $171,656, ACTAVIS, INC. , a Nevada corporation (“ Actavis ”), 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, registered with the Luxembourg Registrar of Commerce and Companies under number B 187.310 with a share capital of $20,000 (“ Actavis SCS ”), represented by Actavis International Holding S.à r.l., a société à responsabilité limitée 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 registered with the Luxembourg Register of Commerce and Companies under number B172.484 and having a share capital of $75,764, in its capacity as general partner of Actavis SCS, WARNER CHILCOTT LIMITED , a Bermuda company (“ Intermediate Parent ”), each lender from time to time party hereto (collectively, the “ Lenders ” and, individually, a “ Lender ”), and BANK OF AMERICA, N.A. , as Administrative Agent.

WHEREAS, on February 17, 2014, Actavis plc entered into that certain Agreement and Plan of Merger (as amended in accordance with the terms hereof and in effect from time to time, including all schedules and exhibits thereto, the “ Merger Agreement ”) by and among Tango US Holdings Inc., Tango Merger Sub 1 LLC (“ Merger Sub 1 ”), Tango Merger Sub 2 LLC (“ Merger Sub 2 ”) and Forest Laboratories, Inc. (the “ Acquired Business ”). Under the terms of the Merger Agreement, Merger Sub 1 will merge with and into the Acquired Business with the Acquired Business being the surviving entity (the “ First Merger ”) and immediately following the First Merger, the Acquired Business will merge with and into Merger Sub 2, with Merger Sub 2 being the surviving entity (the “ Second Merger ”), and after the Second Merger the Acquired Business (as merged with and into Merger Sub 2) will be an indirect wholly-owned subsidiary of Actavis plc (the “ Acquisition ”).

WHEREAS , to finance, in part, the Acquisition, Actavis Capital S.à r.l. has requested that the Lenders provide a senior unsecured cash bridge loan facility, and the Lenders are willing to do so on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms . As used in this Agreement, the following terms will have the meanings set forth below:

“ Acquired Business ” has the meaning specified in the recitals hereto.

“ Acquisition ” has the meaning specified in the recitals hereto.

“ Acquisition Indebtedness ” means any debt or equity securities (including, without limitation, any securities convertible or exchangeable into or exercisable for equity securities, other equity-linked securities or hybrid debt-equity securities) of Intermediate Parent or any of its Affiliates that have been issued for the purpose of financing, in part, the Acquisition and which are contingent upon the closing of the Acquisition or which can be mandatorily redeemed if the Acquisition is not consummated.

“ ACT Term Loan Credit and Guaranty Agreement ” means that certain Second Amended and Restated Actavis Term Loan Credit and Guaranty Agreement, dated as of March 31, 2014, among Ultimate Parent, Intermediate Parent, Borrower, Actavis, as a subsidiary guarantor thereunder, each lender from time to time party thereto and Bank of America, as administrative agent thereunder, as amended, restated, supplemented or otherwise modified from time to time.

“ Actavis ” has the meaning specified in the introductory paragraph hereto.

“ Actavis Revolving Credit Agreement ” means that certain Second Amended and Restated Actavis Revolving Credit and Guaranty Agreement, dated as of June 30, 2014, among Ultimate Parent, Intermediate Parent, Borrower, Actavis, as a subsidiary guarantor thereunder, each lender from time to time party thereto and Bank of America, as administrative agent thereunder, as amended, restated, supplemented or otherwise modified from time to time.” Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“ Actavis SCS ” has the meaning specified in the introductory paragraph hereto.

“ Administrative Agent’s Office ” means the Administrative Agent’s address and account as set forth on Schedule 11.02 , or such other address or account as the Administrative Agent may from time to time notify to Intermediate Parent, the Borrower and the Lenders in writing.

“ Administrative Questionnaire ” means an Administrative Questionnaire substantially in the form of Exhibit A .

“ Aggregate Commitments ” means the Commitments of all the Lenders. As of the Effective Date, the Aggregate Commitments are $2,400,000,000.

“ Agreement ” has the meaning specified in the introductory paragraph hereto.

“ Applicable Percentage ” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of (a) prior to the Closing Date, the Aggregate Commitments represented by such Lender’s Commitment at such time and (b) thereafter, the principal amount of all Loans outstanding at such time represented by such Lender’s outstanding Loans at such time. If the Aggregate Commitments have expired and the Loans have been repaid in full, then the Applicable Percentage of each Lender will be determined based on the Applicable Percentage of such Lender most recently in effect giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender as of the Effective Date is set forth opposite the name of such Lender on Schedule 2.01 .

“ Applicable Rate ” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:


Pricing Level	Debt Ratings S&P/ Moody’s	Eurodollar Rate Loans			Base Rate Loans
I	³ A-/A3		1.125	%		0.125	%
II	BBB+/Baa1		1.250	%		0.250	%
III	BBB/Baa2		1.375	%		0.375	%
IV	BBB-/Baa3		1.625	%		0.625	%
V	£ BB+/Ba1		1.875	%		0.875	%

“ Debt Rating ” means, as of any date of determination, the rating as determined by S&P, and Moody’s (collectively, the “ Debt Ratings ”) of Ultimate Parent’s non-credit-enhanced, senior unsecured long-term debt (or if such debt is not so rated, the issuer rating or corporate credit rating of Ultimate Parent); provided that (i) if either Moody’s or S&P does not have in effect a Debt Rating, then the Debt Rating assigned by the other rating agency shall be used; (ii) if neither Moody’s nor S&P has in effect a Debt Rating, Pricing Level V shall apply; and (iii) if the relevant Debt Ratings assigned by Moody’s and S&P fall within different Pricing Levels, the Applicable Rate shall be based on the higher of the two Debt Ratings (with Pricing Level I being the highest and Pricing Level V being the lowest), unless one of the two Debt Ratings is two or more Pricing Levels lower than the other, in which case the Applicable Rate shall be based on the Pricing Level corresponding to the Debt Rating that is the midpoint between the two Debt Ratings or, if there is no such midpoint, the Pricing Level that is one level lower than the Pricing Level corresponding to the higher Debt Rating.

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arrangers ” means MLPF&S and Mizuho Bank, in their capacities as joint lead arrangers and joint bookrunners.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)) , and accepted by the Administrative Agent, in substantially the form of Exhibit B or any other form approved by the Administrative Agent.

“ Bank of America ” means Bank of America, N.A. and its successors.

“ Base Rate ” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate in effect on such day plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate,” and (c) the Eurodollar Rate in effect on such day plus 1.00%. The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change. Any change in the Federal Funds Rate or the Eurodollar Rate will take effect on the effective date of such change in the Federal Funds Rate or the Eurodollar Rate, as applicable.

“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.

“ Borrowing ” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 .

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York City, New York, Dublin, Luxembourg, Bermuda and, if such day relates to any interest rate settings, any fundings, disbursements, settlements and payments in respect of a Eurodollar Rate Loan, or any other dealings to be carried out pursuant to this Agreement in respect of a Eurodollar Rate Loan, means any such day on which dealings in deposits in US Dollars are conducted by and between banks in the London interbank eurodollar market.

“ Change in Law ” means the occurrence, after the Effective Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“ Change of Control ” means an event or series of events by which:

(d) the Borrower or its successor or permitted assign shall cease to be a direct or indirect Subsidiary of Ultimate Parent.

“ Closing Date ” means the first date all the conditions precedent in Section 4.02 are satisfied (or waived in accordance with Section 11.01 ), and in any event no later than the Outside Date.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Commitment ” means with respect to each Lender, its obligation to make a Loan to the Borrower pursuant to Section 2.01 in a principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“ Commitment Letter ” means that certain commitment letter, dated February 17, 2014, among Ultimate Parent, Bank of America, MLPF&S and Mizuho Bank.

“ Company Materials ” has the meaning specified in Section 6.02 .

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit C .

determined in accordance with GAAP and reflected in the consolidated earnings of Ultimate Parent and regardless of classification within Ultimate Parent’s statement of income, the sum of (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization expense, (iv) losses attributable to non-controlling interest, (v) stock compensation expense, (vi) asset impairment charges or other charges associated with the revaluation of assets or liabilities, (vii) charges associated with the revaluation of acquisition related contingent liabilities that are based in whole or in part on future estimated cash flows, (viii) business restructuring charges associated with Actavis’s Global Supply Chain and Operational Excellence initiatives or other restructurings of a similar nature, (ix) costs and charges associated with the acquisition of businesses and assets including, but not limited to, Milestone Payments and integration charges, (x) litigation charges and settlements, (xi) losses and expenses associated with the sale of assets and (xii) other unusual charges or expenses minus , to the extent included in calculating such Consolidated Net Income, the sum of (1) interest income, and (2) gains or income of a nature similar to items (i) through (xii) above. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “ Reference Period ”), (i) if at any time during such Reference Period Ultimate Parent or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period Ultimate Parent or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto in accordance with Section 1.03(c) as if such Material Acquisition occurred on the first day of such Reference Period.

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

“ Default Rate ” means an interest rate equal to the rate otherwise applicable to the relevant Loan pursuant to Section 2.09 plus 2.00% per annum.

“ Defaulting Lender ” means, subject to Section 2.17(b) , any Lender that, (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent, the Borrower and Intermediate Parent in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default, shall be specifically identified and supported by reasonable background information provided by such Lender in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower, Intermediate Parent or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified and supported by reasonable background information provided by such Lender in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent, the Borrower or Intermediate Parent, to confirm in writing to the Administrative Agent, the Borrower and Intermediate Parent that it will comply with its prospective funding obligations hereunder or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any

determination by the Administrative Agent, the Borrower or Intermediate Parent, as applicable, that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b) upon delivery of written notice of such determination to the Administrative Agent, the Borrower, Intermediate Parent and each Lender).

“ Effective Date ” means the date on which the conditions precedent set forth in Section 4.01 have been satisfied, which date is June 30, 2014.

“ Eligible Pre-Closing Lenders ” means Bank of America, N.A., Mizuho Bank, Ltd., Wells Fargo Bank, National Association, The Bank of Tokyo-Mitsubishi, UFJ, Ltd., HSBC Bank USA, National Association, Sumitomo Mitsui Banking Corporation, The Royal Bank of Scotland plc, DnB Capital LLC, Lloyds Bank plc, Toronto Dominion (Texas), LLC, Barclays Bank PLC, Deutsche Bank AG Cayman Islands Branch, Santander Bank, N.A. and U.S. Bank, National Association and any other Person approved by Intermediate Parent and the Administrative Agent.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Intermediate Parent or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Eurodollar Rate ” means:

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the London Interbank Offered Rate (“ LIBOR ”), as currently published on the applicable Reuters screen page (or such other commercially available source providing such quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in US Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, or (ii) if such rate referenced in the preceding clause (i) is not available at such time for any reason, then the “Eurodollar Rate” for such Interest Period will be the rate per annum determined by the Administrative Agent to be the rate at which deposits in US Dollars for delivery on the first day of such Interest Period in Same Day Funds in the approximate

amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch (or other Bank of America branch or Affiliate) to major banks in the London interbank market for US Dollars at their request at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) LIBOR, at approximately 11:00 a.m., London time determined two Business Days prior to such date for US Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in US Dollars for delivery on the date of determination in Same Day Funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination.

“ Eurodollar Rate Loan ” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate.”

“ Event of Default ” has the meaning specified in Section 8.01 .

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document, (a) Taxes imposed on or measured by its net income (however denominated), branch profits Taxes and franchise Taxes imposed on it, by the United States (or any political subdivision or taxing authority thereof or therein), or by the jurisdiction (or any political subdivision or taxing authority thereof or therein) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, or by any jurisdiction with which such recipient has a present or former connection (other than solely on account of the execution, delivery, performance, filing, recording and enforcement of, and the other activities contemplated in, this Agreement), (b) any withholding Tax that is imposed on amounts payable to a recipient with respect to an applicable interest in the Loan or Commitment pursuant to any Law in effect at the time such recipient acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Loan Parties under Section 11.13 ) or designates a new Lending Office, except to the extent that such recipient (or its assignor, in the case of an assignment) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Loan Parties with respect to such withholding Tax pursuant to Section 3.01(a ), (c) any withholding Tax that is attributable to a recipient’s failure to comply with Section 3.01(e) , Section 3.01(g) or Section 3.01(h) and (d) any Taxes imposed pursuant to FATCA.

“ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“ FATCA ” means Sections 1471 through 1474 of the Code as of the Effective Date (or any amendment or successor provisions that are substantively similar and not materially more onerous to comply with), and any present or future regulations promulgated with respect thereto or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement.

“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day will be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day will be the average rate (rounded upward, if necessary, to a whole multiple of ¹ /100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“ First Merger ” has the meaning specified in the recitals hereto.

“ Fiscal Year ” means the fiscal year of Ultimate Parent ending on December 31st of each calendar year.

“ Foreign Subsidiary ” means a Subsidiary that is not formed under the Laws of the United States, any state thereof or the District of Columbia.

“ Forest Notes ” means, collectively, the 4.375% senior notes due February 1, 2019, the 4.875% senior notes due February 15, 2021, and the 5.00% senior notes due December 15, 2021, each issued by the Acquired Business.

“ Guaranteed Obligations ” means (a) the Obligations and (b) whether or not constituting Obligations, the unpaid principal of and interest on the Loans (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower (including a Luxembourg Insolvency Procedure) or any Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other obligations and liabilities of the Borrower or any Guarantor to the Administrative Agent or any Lender which may arise under or in connection with any Loan Document.

“ Guaranteed Parties ” means collectively, the Administrative Agent, the Lenders and each Indemnitee.

“ Guarantors ” means Intermediate Parent and each Subsidiary Guarantor.

“ Guaranty ” means the Guarantee of the Guarantors contained in Article IX .

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum

distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(f) Capital Lease Obligations;

(g) Synthetic Lease Obligations;

(h) Receivables Facility Attributable Indebtedness; and

“ Indemnitees ” has the meaning specified in Section 11.04(b) .

“ Information ” has the meaning specified in Section 11.07 .

“ Interest Payment Date ” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date applicable to such Loan; provided , however , that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period will also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date applicable to such Loan.

“ Interest Period ” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter (or, if agreed to by all Lenders, twelve months or a period of shorter than one month), as selected by the Borrower in its Loan Notice; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period will extend beyond the applicable Maturity Date.

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance (other than prepaid expenses, extension of trade credit and advances to customers and suppliers, advances to employees and similar items to the extent made in the ordinary course of business) or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ IP Rights ” has the meaning specified in Section 5.20 .

“ IRS ” means the United States Internal Revenue Service.

“ Joint Fee Letter ” means that certain joint fee letter, dated February 17, 2014, among Ultimate Parent, Bank of America, MLPF&S and Mizuho Bank.

“ Lender ” has the meaning specified in the introductory paragraph hereto.

“ Loan ” has the meaning specified in Section 2.01 .

“ Loan Documents ” means this Agreement, each Note, the Joint Fee Letter and each Subsidiary Guarantor Counterpart.

“ Loan Notice ” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a) , which, if in writing, will be substantially in the form of Exhibit D .

“ Loan Parties ” means, collectively, the Borrower and the Guarantors.

“ Luxembourg ” means the Grand Duchy of Luxembourg.

paiement ) within the meaning of Articles 593 ff. of the Luxembourg Commercial Code; (v) a voluntary or compulsory winding-up pursuant to the Luxembourg Companies Act, or any other insolvency proceedings pursuant to Luxembourg law or the Council Regulation (EC) No. 1346/2000 of May 29, 2000 on insolvency proceedings.

“ Major Default ” means a Default that has occurred and is continuing under Section 8.01 (a) , (b) , (e) , (f) , (g) , (j) (solely with respect to this Agreement, including Article IX ) or (k) .

“ Material Indebtedness ” means Indebtedness (other than the Obligations) of any one or more of Ultimate Parent and its Subsidiaries in an aggregate principal amount exceeding $200,000,000.

Subsidiaries), aggregate less than 90% of the Consolidated Total Assets or total revenues of Ultimate Parent on a consolidated basis, Ultimate Parent shall identify additional Subsidiaries to constitute Material Subsidiaries until such threshold is met.

“ Maturity Date ” means the date that is 60 days after the Closing Date; provided , however , that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“ Merger Agreement ” has the meaning specified in the recitals hereto.

“ Merger Sub 1 ” has the meaning specified in the recitals hereto.

“ Merger Sub 2 ” has the meaning specified in the recitals hereto.

“ Mizuho Bank ” means Mizuho Bank, Ltd. and its successors.

“ MLPF&S ” means Merrill Lynch, Pierce, Fenner & Smith Incorporated and its successors.

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

“ Non-U.S. Lender ” means any Lender that is not a “United States person,” as such term is defined in Section 7701(a)(3) of the Code.

“ Note ” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender to the Borrower, substantially in the form of Exhibit E .

“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“ OFAC ” has the meaning specified in Section 5.15 .

“ OFAC Countries ” has the meaning specified in Section 5.15 .

“ OFAC Listed Person ” has the meaning specified in Section 5.15 .

“ Outside Date ” means August 17, 2014; provided that if, as of such date, the condition set forth in Section 7.1(d) of the Merger Agreement and/or the condition set forth in Section 7.1(c) of the Merger Agreement (if the applicable Adverse Law (as defined in the Merger Agreement) or Order (as defined in the Merger Agreement) is an order or injunction of a court of competent jurisdiction under an Antitrust Law (as defined in the Merger Agreement)) has not been satisfied but all other conditions to the Closing (as defined in the Merger Agreement) set forth in Article VII of the Merger Agreement have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, which conditions shall be capable of being satisfied), and either Ultimate Parent or the Acquired Business has prior to August 17, 2014, extended the “Outside Date” under the Merger Agreement by an additional three months until November 17, 2014, such extended date shall thereafter be considered the Outside Date; provided , further, that if on the Outside Date as extended pursuant to the preceding proviso, the condition set forth in Section 7.1(d) of the Merger Agreement and/or the condition set forth in Section 7.1(c) of the Merger Agreement (if the applicable Adverse Law or Order is an order or injunction of a court of competent jurisdiction under an Antitrust Law) has not been satisfied but all other conditions to the Closing set forth in Article VII of the Merger Agreement have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, which conditions shall be capable of being satisfied), and either Ultimate Parent or the Acquired Business have, prior to November 17, 2014, extended the “Outside Date” under to the Merger Agreement by an additional one month until December 17, 2014, such extended date shall thereafter be considered the Outside Date.

“ Overnight Rate ” means, for any day, the greater of (a) the Federal Funds Rate and (b) an overnight rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

“ Participant ” has the meaning specified in Section 11.06(e) .

“ Participant Register ” has the meaning specified in Section 11.06(e) .

“ Patriot Act ” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Act ” means the Pension Protection Act of 2006.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of Ultimate Parent or any ERISA Affiliate or any such Plan to which Intermediate Parent or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“ Platform ” has the meaning specified in Section 6.02 .

“ Post-Closing Restructuring ” means, collectively, all intercompany transactions between Ultimate Parent, Intermediate Parent and one or more of their Subsidiaries or among two or more Subsidiaries that, in each case do not result in a change of jurisdiction of the Borrower to a jurisdiction other than Luxembourg, Ireland, Bermuda, Puerto Rico or the United States or a political subdivision thereof or involve the release of (i) for so long as any Loans are guaranteed thereby, Intermediate Parent, (ii) for so long as Actavis is an obligor in respect of the 5.00% Senior Notes due 2014, the 6.125% Notes due 2019, the 1.875% Senior Notes due 2017, the 3.250% Notes due 2022 or the 4.625% Notes due 2042 due pursuant to that certain Base Indenture, dated as of August 24, 2009, as amended and supplemented through the Third Supplemental Indenture, dated as of October 2, 2012 (collectively, the “ Existing Notes ”), Actavis as a Guarantor under this Agreement or (iii) for so long as Actavis SCS is an obligor in respect of the 1.300% Notes due 2017, the 2.450% Notes due 2019, the 3.850% Notes due 2024 or the 4.850% Notes due 2044 (collectively, the “ New Notes ”), Actavis SCS as a Guarantor under this Agreement.

“ Pre-Advanced Funds ” has the meaning specified in Section 2.02(d) .

“ Pre-Funding Compensation Amount ” has the meaning specified in Section 2.02(d) .

“ Pre-Funding Date ” has the meaning specified in Section 2.02(c) .

“ Protesting Lender ” has the meaning specified in Section 11.20(b) .

“ Public Lender ” has the meaning specified in Section 6.02 .

further sale or transfer to other purchasers of or investors in such assets (and the other documents, instruments and agreements executed in connection therewith), as any such agreements may be amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“ Refinancing ” means the termination 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 by that certain Amendment No. 1, dated as of December 2, 2013, and payment in full any indebtedness (other than contingent indemnification obligations) outstanding thereunder.

“ Register ” has the meaning specified in Section 11.06(d) .

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the directors, officers, employees and agents of such Person and of such Person’s Affiliates.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived under current law.

“ Required Lenders ” means, as of any date of determination, Lenders holding more than 50% of the sum of the Aggregate Commitments and the aggregate principal amount of the Loans then outstanding; provided that the Commitment of any Defaulting Lender will be excluded for purposes of making a determination of Required Lenders.

“ Responsible Officer ” means the chief executive officer, a manager ( gérant) , an authorized signatory acting jointly with a manager ( gérant) , a director, the chief financial officer, a vice president, the vice president and treasurer, chief legal officer or the vice president and controller of any Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of any Loan Party will be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party, and such Responsible Officer will be conclusively presumed to have acted on behalf of such Loan Party.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of Intermediate Parent, the Borrower or any Material Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to Intermediate Parent’s shareholders, partners or members (or the equivalent Person thereof).

“ S&P ” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Financial, Inc. and any successor thereto.

“ Same Day Funds ” means immediately available funds.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Second Merger ” has the meaning specified in the recitals hereto.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“ Solvent ” and “ Solvency ” mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person (including, for the avoidance of doubt, property consisting of the residual equity value of such Person’s subsidiaries) is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person (including, for the avoidance of doubt, property consisting of the residual equity value of such Person’s subsidiaries) is greater than the amount that will be required to pay the probable liability of such Person on the sum of its debts and other liabilities, including contingent liabilities, (c) such Person has not, does not intend to, and does not believe (nor should it reasonably believe) that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they become due (whether at maturity or otherwise), (d) such Person does not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date, (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, and (f) such Person is “solvent” within the meaning given to that term and similar terms under the Bankruptcy Code of the United States and applicable Laws relating to fraudulent transfers and conveyances. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Specified Representations ” means (x) the representations and warranties (in each case, solely as they relate to the Loan Parties) contained in Sections 5.01(a) , 5.01(b)(ii) , 5.02(a) , 5.02(d) , 5.04 , 5.13 , 5.15 and 5.17 and (y) the representations and warranties of Intermediate Parent contained in Section 5.10 .

Subsidiaries of Intermediate Parent. For the avoidance of doubt, prior to the consummation of the Acquisition, the Acquired Business and its Subsidiaries shall not constitute a Subsidiary or Subsidiaries of Intermediate Parent.

“ Subsidiary Guarantor ” means (a) Actavis, (b) Actavis SCS and (c) each other Subsidiary of Intermediate Parent that, after the Effective Date, becomes a party to this Agreement as a “Guarantor” either at the election of Intermediate Parent or as required by Section 6.12 by executing and delivering to the Administrative Agent a Subsidiary Guarantor Counterpart. As of the Effective Date, Actavis and Actavis SCS are the only Subsidiary Guarantors.

“ Syndication Agent ” means Mizuho Bank, in its capacity as syndication agent.

such obligation shall be the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as capital lease.

“ Ticking Fees ” has the meaning specified in Section 2.10(a) .

“ Type ” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“ Ultimate Parent ” means Actavis plc and its successors.

“ United States ” and “ U.S. ” mean the United States of America.

“ US Dollar ” and “ $ ” mean lawful money of the United States.

“ Voidable Transfer ” has the meaning specified in Section 9.10 .

“ Warner Chilcott ” means Warner Chilcott plc, a public limited company incorporated under the laws of Ireland.

“ Warner Chilcott Company ” means Warner Chilcott Company, LLC, a limited liability company organized under the Laws of Puerto Rico.

“ Warner Chilcott Finance ” means Warner Chilcott Finance, LLC, a Delaware limited liability company.

Luxembourg, and Warner Chilcott Company, as borrowers, each lender from time to time party thereto and Bank of America, as administrative agent thereunder, as amended, restated, supplemented or otherwise modified from time to time.

“ Withholding Agents ” means any Loan Party and the Administrative Agent.

1.02 Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein will apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun will include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” will be deemed to be followed by the phrase “without limitation.” The word “ will ” will be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person will be construed to include such Person’s successors and assigns, (iii) the words “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, will be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules will be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law will include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation will, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” will be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and will not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms . (a) Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including

financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of Ultimate Parent and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

(b) Changes in GAAP . If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Ultimate Parent or the Required Lenders shall so request, the Administrative Agent, the Lenders and Ultimate Parent shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Ultimate Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. For the avoidance of doubt, all calculations, ratios and computations with respect to leases contained in this Agreement will be computed with respect to each lease in conformity with GAAP as in effect on the Effective Date.

(c) Pro Forma Calculations . All pro forma computations required to be made hereunder giving effect to any Material Acquisition or Material Disposition shall be calculated after giving pro forma effect thereto immediately after giving effect to such acquisition or disposition (and to any other such transaction consummated since the first day of the period for which such pro forma computation is being made and on or prior to the date of such computation) as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Sections 6.01(a) or 6.01(b ), and, to the extent applicable, the historical earnings and cash flows associated with the assets acquired or disposed of, any related incurrence or reduction of Indebtedness and any related cost savings, operating expense reductions and synergies which, in the case of reductions in cost, (i) are calculated on a basis that is consistent with Article 11 of Regulation S-X under the Securities Act of 1933, as amended or (ii) are implemented, committed to be implemented, the commencement of implementation of which has begun or reasonably expected to be implemented in good faith by the business that was the subject of any such asset acquisition, disposition or operational change within twelve (12) months of the date of such asset acquisition, disposition or operational change and that are factually supportable and quantifiable and expected to have a continuing impact, as if, in the case of each of clauses (i) and (ii) , all such reductions in costs had been effected as of the beginning of such period, decreased by any non-one-time incremental expenses incurred or to be incurred during the prior twelve month period in order to achieve such reduction in costs. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Contract applicable to such Indebtedness).

1.04 Times of Day . Unless otherwise specified, all references herein to times of day will be references to Eastern time (daylight or standard, as applicable).

1.05 Rounding. Any financial ratios required to be maintained by Ultimate Parent pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.06 Schedules . Notwithstanding anything in this Agreement to the contrary, solely with respect to any changes relating to the Acquired Business and its Subsidiaries and only to the extent permitted by the Merger Agreement, to the extent any changes or updates occur between the Effective Date and the Closing Date which would make the contents of Schedules 7.01 and/or 7.02 incorrect or incomplete, Intermediate Parent may deliver to the Administrative Agent an updated version of such Schedules on or prior to the Closing Date, which updated version shall replace the version of such Schedules delivered on the Effective Date without any requirement for any amendment or any consent by the Administrative Agent, any Lender or Actavis. For the avoidance of doubt, such Schedules may not be amended pursuant to this Section 1.06 after the Closing Date.

ARTICLE II.

THE COMMITMENTS AND BORROWINGS

2.01 Loans . Subject to the terms and conditions set forth herein, each Lender severally agrees to make one or more term loans (each such loan, a “ Loan ”) to the Borrower in US Dollars on the Closing Date, in an aggregate amount not to exceed such Lender’s Commitment. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

2.02 Borrowings, Conversions and Continuations of Loans . (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans will be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone (and confirmed promptly by hand delivery, fax or email). Each such notice must be received by the Administrative Agent not later than (i) 12:00 noon three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) 10:00 a.m. on the requested date of any Borrowing of Base Rate Loans; provided , however , that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 12:00 noon four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurodollar Rate Loans, whereupon the Administrative Agent will give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all

of them. Not later than 12:00 noon, three Business Days before the requested date of such Borrowing, conversion or continuation of Eurodollar Rate Loans, the Administrative Agent will notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by hand delivery, fax or e-mail to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) will specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which will be a Business Day), and if applicable, the requested Pre-Funding Date, (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice, then the applicable Loans will be made as Base Rate Loans. If the Borrower fails to give timely notice requesting a conversion or continuation of a Eurodollar Rate Loan, such Eurodollar Rate Loan will be continued with an Interest Period of one month. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b) Following receipt of a Loan Notice, the Administrative Agent will promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, as described in the preceding subsection. In the case of a Borrowing, each Lender will make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. If the Pre-Funding Date has been specified, the Administrative Agent shall make such funds available not later than 9:00 a.m. on the Business Day on which the Administrative Agent receives evidence that the conditions in Section 4.02 are satisfied (or waived).

(c) Following the Effective Date, the Borrower may require that Lenders transfer funds to the Administrative Agent in advance of the anticipated Closing Date set forth in the Loan Notice to hold in reserve pursuant to Section 2.02(d) , by specifying, in the relevant Loan Notice, the date (the “ Pre-Funding Date ”) upon which Lenders shall deliver such funds to the Administrative Agent to be held in reserve (which requested Pre-Funding Date may be no earlier than three Business Days prior to the anticipated Closing Date set forth in the Loan Notice). In the event the Borrower specifies a Pre-Funding Date in a Loan Notice, then such Loan Notice shall be submitted not later than (i) 12:00 noon three Business Days prior to the Pre-Funding Date of any Borrowing of Eurodollar Rate Loans, and (ii) 10:00 a.m. on the Pre-Funding Date of any Borrowing of Base Rate Loans.

(d) If a Pre-Funding Date is specified in a Loan Notice, on the requested Pre-Funding Date, no later than 1:00 p.m., each Lender shall deliver to the Administrative Agent an

amount equal to its Applicable Percentage of the Loans requested to be made on the Closing Date, by wire transfer of immediately available funds to the account of the Administrative Agent designated by it for such purpose by notice to the Lenders and each Lender hereby irrevocably authorizes the Administrative Agent to release such funds (the “ Pre-Advanced Funds ”) and use them to fund such Lender’s Applicable Percentage of the Loans on the Closing Date unless the Administrative Agent shall have received written notice from such Lender prior to 9:00 a.m. on the anticipated Closing Date set forth in the Loan Notice that any one or more of the conditions precedent in Section 4.02 has not been satisfied specifying both the conditions precedent that have not been satisfied and its objection thereto. The Pre-Advanced Funds shall be held in reserve by the Administrative Agent for the benefit of such Lender, upon the following terms:

(ii) The Administrative Agent shall hold the Pre-Advanced Funds in a non-interest bearing account with Bank of America.

(iii) It is understood and agreed that, except as set forth in Section 2.02(c) , the Borrower shall have no right, title or interest in any Pre-Advanced Funds, and shall have no right to give directions to the Administrative Agent with regard to investment, application or release of such funds or otherwise with respect to such funds. Whether or not the Closing Date occurs and whether or not Loans are made on the Closing Date, the Borrower agrees to pay to each Lender an amount (the “ Pre-Funding Compensation Amount ”) that is equal to the amount of interest that would have accrued hereunder on its Pre-Advanced Funds (at the rate(s) requested by the Borrower in the Loan Notice) if such Pre-Advanced Funds had been used to fund Loans on the Pre-Funding Date (or, if later, the date such funds were delivered to the Administrative Agent to be placed in reserve) and as if such Loans were outstanding for the period of time that such Pre-Advanced Funds remain in reserve. To the extent that a Lender’s Pre-Advanced Funds are used to fund its Applicable Percentage of Loans made on the Closing Date (x) such Loans shall be deemed to have been made by such Lender on the date that such Lender funded its Pre-Advanced Funds and having an Interest Period, if applicable, commencing on the Closing Date and (y) the Pre-Funding Compensation Amount shall be due and payable by the Borrower to such Lender on the first Interest Payment Date following the Closing Date (it being understood that the Pre-Funding Compensation Amount shall be without duplication of interest paid on the Loans). To the extent that all or any part of a Lender’s Pre-Advanced Funds are returned to such Lender for any reason and are not used to fund Loans, the Pre-Funding Compensation Amount shall be due and payable by the Borrower to such Lender within one Business Day after demand, together with any amount payable pursuant to Section 3.05.

(e) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

(f) The Administrative Agent will promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent will notify the Borrower and the Lenders of any change in the prime rate used in determining the Base Rate promptly following the public announcement of such change.

(g) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there will not be more than ten Interest Periods in effect with respect to Loans.

2.03 [Reserved] .

2.04 [Reserved] .

2.05 [Reserved] .

2.06 Prepayments. (a) Optional . The Borrower may, upon notice from it to the Administrative Agent, at any time or from time to time voluntarily prepay at the Borrower’s option the Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice will specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, it will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan will be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 . Each such prepayment will be applied to the applicable Loans of the applicable Lenders in accordance with their respective Applicable Percentages and to the installments thereof as directed by the Borrower, or, in the absence of such direction, in direct order of maturity. Subject to Section 3.05 , prior to such prepayment, the Borrower may rescind any notice of termination under this Section 2.06 if such termination would have resulted from a refinancing of all or a portion of the Loans, which refinancing shall not be consummated or shall otherwise be delayed.

(b) Mandatory . The Borrower shall prepay the Loans, without premium or penalty, together with accrued interest to the date of prepayment, with the proceeds of any dividends or distributions received by the Borrower from the cash of the Acquired Business designated by the Borrower as “trapped cash” on the Closing Date.

2.07 Termination or Reduction of Commitments. Intermediate Parent may, upon notice to the Administrative Agent prior to the Closing Date, permanently reduce (in whole or in part) at Intermediate Parent’s option, the Aggregate Commitments; provided that (i) any such notice will be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, and (ii) any such partial reduction will be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof. The Administrative Agent will promptly notify the 2 Lenders of any such notice of termination or reduction. Any such reduction will be applied to the Commitments of each Lender according to its Applicable Percentage. All fees accrued until the date of any such termination will be paid on the date of such termination. The Aggregate Commitments shall terminate automatically on the earliest of (a) the Outside Date and (b) the termination of the Merger Agreement in accordance with its terms. Repayment of Loans. The Borrower will repay to each Lender on the Maturity Date the stated principal amount of the Loans funded by such Lender on the Closing Date (which amounts shall be reduced as a result of the application of prepayments in accordance with Section 2.06 ).

2.09 Interest. (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan will bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan will bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws, payable on demand.

(c) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

2.10 Fees. (a) The Borrower shall pay (or cause to be paid) to the Administrative Agent for the account of each Lender (other than a Defaulting Lender) in accordance with its Applicable Percentage, ticking fees (the “ Ticking Fees ”) in US Dollars equal to 0.175% times the actual daily amount of undrawn Aggregate Commitment of such Lender. The Ticking Fee shall accrue from the Effective Date until the earlier of (x) the Closing Date and (y) the termination of the Aggregate Commitments and shall be due and payable in arrears on the earlier of (x) the Closing Date and (y) the date of termination of the Aggregate Commitments.

(b) The Borrower will pay or cause to be paid to the Arrangers and the Administrative Agent for their own respective accounts, in US Dollars, fees in the amounts and at the times specified in the Joint Fee Letter. Such fees will be fully earned when paid and will not be refundable for any reason whatsoever.

(c) The Borrower will pay to the Lenders, in US Dollars, such fees as will have been separately agreed upon in writing in the amounts and at the times so specified. Such fees will be fully earned when paid and will not be refundable for any reason whatsoever.

2.11 Computation of Interest and Fees . All computations of interest for Base Rate Loans will be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest will be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest will accrue on each Loan for the day on which the Loan is made, and will not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made will, subject to Section 2.13(a) , bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder will be conclusive and binding for all purposes, absent manifest error.

2.12 Evidence of Debt. The Loans made by each Lender will be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender will be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so will not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. The Administrative Agent will provide to the Borrower or Intermediate Parent, upon their request, a statement of Loans, payments and other transactions pursuant to this Agreement. Such statement will be deemed correct, accurate, and binding on the Borrower (except for corrections and errors discovered by the Administrative Agent), unless the Borrower or Intermediate Parent notifies the Administrative Agent in writing to the contrary within thirty (30) days after such statement is rendered. In the event a timely written notice of objections is given by the Borrower or Intermediate Parent, only the items to which exception is expressly made will be considered to be disputed by the Borrower. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent will control in the absence of manifest error. Upon the request of any Lender to the Borrower and Intermediate Parent made through the Administrative Agent, the Borrower will execute and deliver to such Lender (through the Administrative Agent) a Note, which will evidence such Lender’s Loans to the Borrower in addition to such accounts or records. Each Lender may attach schedules to a Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

2.13 Payments Generally . (a) General . All payments to be made by the Borrower will be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder will be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in US Dollars and in Same Day Funds not later than 1:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender (which is not a Defaulting Lender) its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 1:00 p.m. will be deemed received on the next succeeding Business Day and any applicable interest or fee will continue to accrue. If any payment to be made by the Borrower will come due on a day other than a Business Day, payment will be made on the next following Business Day, except (i) as otherwise set forth in the definition of Interest Period, or (ii) that no payment will extend past the applicable Maturity Date, and such extension of time will be reflected in computing interest or fees, as the case may be.

(b) Funding by Lenders; Presumption by Administrative Agent . (i) Unless the Administrative Agent will have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m. on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02 ) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender will pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent will promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid will constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower will be without prejudice to any claim the Borrower may have against a Lender that will have failed to make such payment to the Administrative Agent.

due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) will be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent . If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to the Borrower as provided in the foregoing provisions of this Article II , and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Section 4.02 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent will return such funds (in like funds as received from such Lender) to such Lender.

(d) Obligations of Lenders Several . The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 11.04(c) on any date required hereunder will not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender will be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c) .

2.14 Sharing of Payments by Lenders . If any Lender will, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion will (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments as will be equitable, so that the benefit of all such payments will be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations will be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section will not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant.

For purposes of this Section 2.14 , any calculation of pro rata shares of Loans will be determined on the basis of the aggregate principal amount of all Loans then outstanding.

2.15 [Reserved] .

2.16 [Reserved] .

2.17 Defaulting Lenders .

(ii) Reallocation of Payments . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 11.08 ), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second , as Intermediate Parent may request (so long as no Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third , if so determined by the Administrative Agent and Intermediate Parent, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; fourth , to the payment of any amounts owing to the Lenders, as a result of any judgment of a court of competent jurisdiction obtained by any Lender, against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fifth , so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and sixth , to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which that Defaulting Lender has not fully funded its

appropriate share and (y) such Loans were made at a time when the conditions set forth in Section 4.02 of this Agreement were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees . That Defaulting Lender shall not be entitled to receive any Ticking Fee pursuant to Section 2.10(a) (and the Loan Parties shall not be required to pay any Ticking Fee that otherwise would have been required to have been paid to that Defaulting Lender (nor shall any Ticking Fee that otherwise would have accrued with respect to that Defaulting Lender accrue)) for any period during which that Lender is a Defaulting Lender.

(iv) No Default . Operation of the allocations provided in clause (ii) above shall not be deemed to result in a default of the Borrower’s or any other Loan Party’s obligations to a Defaulting Lender under this Agreement or any other Loan Document.

(b) Defaulting Lender Cure . If Intermediate Parent and the Administrative Agent agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the date such confirmation is so received or the effective date specified in such notice (and subject to any conditions set forth therein), as applicable, that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages, together with any payments reasonably determined by the Administrative Agent to be necessary to compensate the non-Defaulting Lenders for any loss, cost or expense of the type described in Section 3.05 (all of which purchases are hereby consented to by Intermediate Parent and each Lender) whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Intermediate Parent or the Borrower while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes .

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes .

(ii) If any Withholding Agent shall be required by applicable Law to withhold or deduct any Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) the Withholding Agent shall withhold or make such deductions as are determined by the Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by such Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholding or deductions applicable to additional sums payable under this Section 3.01 ) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(c) Tax Indemnifications . (i) Without limiting or duplication of the provisions of subsection (a) or (b) above, each Loan Party shall, and does hereby, indemnify the Administrative Agent and each Lender, and shall make payment in respect thereof within 20 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01 ) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and the Administrative Agent agrees to give written notice to the Borrower and Intermediate Parent of the assertion of any claim against such Lender or the Administrative Agent, as the case may be, relating to such Indemnified Taxes no later than 180 days after the principal officer of such party responsible for administering this Agreement obtains knowledge thereof. Each Loan Party shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection after the Administrative Agent has exercised such remedies provided in clause (ii) of this subsection as the Administrative Agent in its good faith discretion determines to be appropriate. A certificate as to the amount of any such payment or liability delivered to the Borrower and Intermediate Parent by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender shall, and does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof within 20 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Loan Parties or the Administrative Agent) incurred by or asserted against the Loan Parties or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender to the Borrower, Intermediate Parent or the Administrative Agent pursuant to subsection (e) . Each Lender hereby authorizes the Administrative Agent (on its own behalf or on behalf of such Lender) to set off and apply any and all amounts (including interest and fees) at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii) . The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

(d) Evidence of Payments . Upon request by the Borrower, Intermediate Parent or the Administrative Agent, as the case may be, after any payment of Taxes by the Loan Parties or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01 , the Borrower or Intermediate Parent shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower or Intermediate Parent, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to Intermediate Parent or the Administrative Agent, as the case may be.

(e) Status of Lenders; Tax Documentation . Each Lender and the Administrative Agent shall deliver to the Borrower, Intermediate Parent and to the Administrative Agent (if applicable), if reasonably requested by the Borrower, Intermediate Parent or the Administrative Agent in writing, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower, Intermediate Parent or the Administrative Agent, as the case may be, to determine (A) whether or not payments made by the Loan Parties hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) the entitlement of such Lender or the Administrative Agent to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Person by the Loan Parties pursuant to this Agreement or otherwise to establish such Person’s status for withholding tax purposes in the applicable jurisdictions. Notwithstanding anything to the contrary in this Section 3.01(e) , the completion, execution and submission of the documentation referred to in this Section 3.01(e) (other than such documentation set forth in Section 3.01(g), (h)(i), (h)(ii)(I), (h)(ii)(II), (h)(ii)(III) and (h)(ii)(IV) ) shall not be required if in such Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or

materially prejudice the legal or commercial position of such Lender. Each Lender and the Administrative Agent shall promptly (A) notify the Borrower, Intermediate Parent and the Administrative Agent (if applicable) of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Person, and as may be reasonably necessary (including, in the case of any Lender, the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that any Loan Party or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Person.

(f) Treatment of Certain Refunds . Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent or any Lender determines, in its sole discretion reasonably exercised in good faith, that it has received a refund (including, for this purpose, a credit in lieu of a refund) of any Taxes or Other Taxes as to which it has been indemnified by the Loan Parties or with respect to which a Loan Party has paid additional amounts pursuant to this Section 3.01 , it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Loan Party to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Loan Parties or any other Person.

(g) FACTA Documentation . If a payment made to a Lender under this Agreement may be subject to United States federal withholding tax under FATCA, such Lender shall deliver to the Borrower, Intermediate Parent and the Administrative Agent, at the time or times prescribed by applicable Law and at such time or times reasonably requested by the Borrower, Intermediate Parent or the Administrative Agent, such documentation prescribed by applicable Law and such additional documentation reasonably requested by the Borrower, Intermediate Parent or the Administrative Agent to comply with its withholding obligations, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this subsection (g) , “FATCA” shall include any amendments made to FATCA after the Effective Date.

(h) U.S. Tax Documentation . Without limiting the generality of Section 3.01(e): (i) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall, on or prior to the date it becomes a party to this Agreement (and from time to time thereafter upon the expiration, obsolescence or invalidity of any form, documentation or information previously delivered pursuant to this Section 3.01(h) ) deliver to the Borrower and the Administrative Agent two properly completed and executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Administrative Agent as will establish its exemption from backup withholding.

(I)

properly completed and executed originals of IRS Form W-8BEN or W-8BEN-E (or successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(II)

properly completed and executed originals of IRS Form W-8ECI or W-8EXP (or successor form),

(III)

(IV)

(i) Defined Terms . For purposes of this Section 3.01, the term “applicable Law” includes FATCA.

3.02 Illegality . If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans in US Dollars or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, US Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower and Intermediate Parent through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans will be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent, the Borrower and Intermediate Parent that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower will, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all such Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower will also pay accrued interest on the amount so prepaid or converted.

3.03 Inability to Determine Rates . If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) US Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower, Intermediate Parent and each applicable Lender. Thereafter, (x) the obligation of the applicable Lenders to make or maintain Eurodollar Rate Loans will be suspended and (y) in the event of a determination described in the preceding sentence with

respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

3.04 Increased Costs; Additional Reserve Requirements .

(ii) subject any Lender to any Tax with respect to this Agreement or any Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or

(iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Lender;

and the result of any of the foregoing will be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) Capital Requirements . If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or liquidity or on the capital or liquidity of such Lender’s holding company as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender could have achieved but for such Change in Law (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for any such reduction suffered.

(c) Certificates for Reimbursement . A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower and Intermediate Parent will be conclusive absent manifest error. The Borrower will pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests . Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section will not constitute a waiver of

such Lender’s right to demand such compensation; provided that the Borrower will not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than three months prior to the date that such Lender notifies the Borrower and Intermediate Parent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above will be extended to include the period of retroactive effect thereof).

(e) Additional Reserve Requirements . The Borrower shall pay to each Lender, (i) as long as such Lender shall be required by a central banking or financial regulatory authority with regulatory authority over such Lender to maintain reserves with respect to liabilities or assets consisting of or including Eurodollar funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocable to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurodollar Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), which in each case shall be due and payable on each date on which interest is payable on such Loan; provided , that the Borrower and Intermediate Parent shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender with a reasonably detailed explanation of the regulatory requirements imposing such costs and a calculation of the allocation of such costs to the relevant Loan or Commitment. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable 10 days from receipt of a proper notice. Notwithstanding the foregoing, if any reserves described in this clause (e) are based upon the financial strength or creditworthiness of a Lender, for the purposes of calculating the actual costs of a Lender with respect to such reserves, each such Lender shall be deemed to be in the highest applicable category of financial strength or creditworthiness.

(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower or Intermediate Parent pursuant to Section 11.13 ; or

(d) with respect to amounts due pursuant to subsection (a) or (b) of this Section as a result of any Change in Law relating to the Dodd-Frank Wall Street Reform and Consumer Protection Act or Basel III, the claim for additional amounts shall be generally consistent with such Lender’s treatment of customers of such Lender that such Lender considers, in its reasonable discretion, to be similarly situated as the Borrower and having generally similar provisions in their credit agreements with such Lender.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05 , each Lender will be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06 Mitigation Obligations; Replacement of Lenders .

(a) Designation of a Different Lending Office . If any Lender requests compensation under Section 3.04 , or the Loan Parties are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , or if any Lender gives a notice pursuant to Section 3.02 , then such Lender will use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04 , as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02 , as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Loan Parties hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders . In the event (i) any Lender requests compensation under Section 3.04 , (ii) the Loan Parties are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , (iii) any Lender becomes a Defaulting Lender, (iv) any Lender refuses to consent to any amendment, waiver or other modification of this Agreement or any other Loan Document requested by the Borrower or Ultimate Parent that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders or (v) any Lender is a Protesting Lender, then the Borrower or Intermediate Parent may replace such Lender in accordance with Section 11.13 . Each Lender hereby grants to Intermediate Parent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment in full of such Lender’s interests hereunder (including, subject to Section 2.17(a)(iii) , the payment of accrued Ticking Fees) solely in the event that such Lender becomes a Defaulting Lender prior to the Closing Date. Intermediate Parent shall notify the Administrative Agent in advance of any exercise of the power of attorney referenced in the preceding sentence.

3.07 Survival . All of the Loan Parties’ obligations under this Article III will survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV.

CONDITIONS PRECEDENT

4.01 Conditions to Effectiveness. The effectiveness of this Agreement and the Commitment of each Lender hereunder is subject solely to the Administrative Agent’s receipt of executed counterparts of this Agreement, each of which may be delivered by facsimile or other electronic transmission (including “pdf” and “tif”), each executed by a Responsible Officer of Intermediate Parent and a duly authorized officer of each Lender. The Administrative Agent shall promptly notify Intermediate Parent and the Lenders of the Effective Date in writing, and such notice shall be conclusive and binding.

4.02 Conditions to Borrowing. The obligation of each Lender to make its Loans hereunder on the Closing Date is subject solely to satisfaction (or waiver) of the following conditions precedent, and upon satisfaction (or waiver) of such conditions each Lender shall make its Loans hereunder on the Closing Date:

(i) Notes executed by the Borrower in favor of each Lender requesting a Note at least two Business Days prior to the Closing Date;

(ii) a certificate signed by a Responsible Officer of each of Intermediate Parent, Actavis, Actavis SCS and the Borrower (A) certifying and attaching the resolutions adopted by such Person authorizing the execution and delivery of this Agreement and the Notes, if applicable, and the performance of this Agreement and the Notes, if applicable, (B) certifying as to the incumbency and specimen signature of each Responsible Officer executing this Agreement and the Notes, if applicable, (C) attaching a good standing certificate (or the local equivalent) and a certificate of incorporation (or the local equivalent) evidencing that such Person is validly existing and in good standing (or the local equivalent) in its jurisdiction of organization, (D) certifying and attaching a true and complete copy of the Organization Documents of such Person and (E) in the case of the certificate of Intermediate Parent only, certifying that the conditions specified in Sections 4.02(b) , (c) and (d) have been satisfied on and as of the Closing Date, in the form attached as Exhibit G hereto;

(iii) an executed legal opinion of (A) Latham & Watkins LLP, special New York counsel for the Loan Parties, addressed to the Administrative Agent and each Lender and dated the Closing Date, substantially in the form of Exhibit J-1 , (B) Greenberg Traurig LLP, special Nevada counsel for Actavis, addressed to the Administrative Agent and each Lender and dated the Closing Date, substantially in the form of Exhibit J-2 , (C) Loyens & Loeff Luxembourg S.à r.l., special Luxembourg counsel for the Borrower and Actavis SCS, addressed to the Administrative Agent and each Lender and dated the Closing Date, substantially in the form of Exhibit J-3 and (D) Conyers Dill & Pearman, special Bermuda counsel for Intermediate Parent, addressed to the Administrative Agent and each Lender and dated the Closing Date, substantially in the form of Exhibit J-4 ;

(iv) a certificate as to the financial condition and Solvency of Intermediate Parent and its Subsidiaries (on a consolidated basis, after giving effect to the Transactions), in the form attached as Exhibit I hereto; and

(v) the receipt of any Loan Notices in accordance with the requirements hereof.

(b) Since February 17, 2014, there shall not have occurred a “Company Material Adverse Effect” under the Merger Agreement.

(c) The Acquisition shall have been or shall be, substantially simultaneously with the borrowings of the Loans, consummated in accordance with the terms of the Merger Agreement without giving effect to any amendments, modifications, supplements, waivers or consents thereto by Ultimate Parent, Tango US Holdings Inc., Merger Sub 1 or Merger Sub 2 that are materially adverse to the interests of the Lenders and not approved by the Arrangers (which approval shall not be unreasonably withheld, conditioned or delayed). It is understood and agreed that (1)(A) no increase in consideration shall be deemed to be materially adverse to the interests of the Lenders so long as such increase is not funded with the proceeds of (x) any equity issuance of Ultimate Parent or (y) Indebtedness that would cause the Consolidated Leverage Ratio on a pro forma basis after giving effect to the Transactions, to exceed 4.25:1.00 and (B) a decrease in the “Cash Election Consideration” (as defined in the Merger Agreement) of 20% or less shall not be deemed to be materially adverse to the interests of the Lenders and (2) any amendment to the definition of “Company Material Adverse Effect” shall be deemed materially adverse to the interests of the Lenders.

(d) The Specified Representations shall be true and correct. For the avoidance of doubt, if the conditions set forth in this Section 4.02 are satisfied, the absence of any Default shall not be a condition precedent to the Borrowing hereunder.

(e) All fees due to the Arrangers and the Lenders pursuant to the Joint Fee Letter and, to the extent invoiced at least two Business Days prior to the Closing Date, all reasonable and documented expenses to be paid or reimbursed to the Administrative Agent and the Arrangers on or prior to the Closing Date pursuant to the Commitment Letter, shall have been paid, in each case from the proceeds of the Loans.

(f) To the extent requested at least seven days prior to the Closing Date by any Lender through the Administrative Agent, the Borrower shall have delivered the documentation and other information with respect to the Borrower to the Administrative Agent and the Lenders that is required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, prior to the Closing Date.

Without limiting the generality of the provisions of Section 10.04 , for purposes of determining compliance with the conditions specified in this Section 4.02 , each Lender will be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent will have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall promptly notify Intermediate Parent, Actavis, the Borrower and the Lenders of the Closing Date in writing, and such notice shall be conclusive and binding.

For the avoidance of doubt, the conditions in this Section 4.02 shall not be conditions to the funding of each Lender’s Applicable Percentage of the Loans on the Pre-Funding Date, but shall be conditions to the Administrative Agent making such funds available to the Borrower.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

Each of Intermediate Parent and the Borrower represents and warrants to the Administrative Agent and the Lenders that on the Closing Date (or, in the case of any of the following that is made solely as of any specific date, such specific date); provided that, to the extent either of Intermediate Parent or the Borrower is unable to make any of the following representations or warranties due to the inaccuracy thereof, such Person shall be deemed to have made such representation or warranty for all purposes hereunder and there shall be a Default hereunder, subject to Section 8.04 and the last sentence of Section 4.02(d) :

5.01 Existence, Qualification and Power . Intermediate Parent, the Borrower and each Material Subsidiary (a) is duly organized or formed, validly existing and in good standing (or the local equivalent) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing (or the local equivalent) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in the case referred to in clause (a) with respect to any non-Loan Party only and in each case referred to in clause (b)(i) or (c) , to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

5.02 Authorization; No Contravention . The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene in any material respects the terms of any such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or

require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Material Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate in any material respects any material Law; except in each case referred to in clause (a) , (b) or (c) , to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; or (d) violate in any material respects any material Law except to the extent that failure to do so would not reasonably be expected to have a Parent Material Adverse Effect (as defined in the Merger Agreement).

5.04 Binding Effect . This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable Debtor Relief Laws and the effect of general principles of equity, whether applied by a court of law or equity.

5.05 Material Adverse Effect . As of the Effective Date, since December 31, 2013, except for events and circumstances disclosed in Actavis SEC Documents or the WC SEC Documents filed or furnished after January 1, 2014, and before the Effective Date (other than disclosure in Actavis SEC Documents or WC SEC Documents referred to solely in the “Risk Factors” and “Forward Looking Statements” sections thereof or similar statements included in such Actavis SEC Documents that are solely forward looking in nature) there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

5.06 Litigation . (a) There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Intermediate Parent, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Ultimate Parent or any of its Subsidiaries or against any of their respective properties that (i) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (ii) except as specifically disclosed in Actavis SEC Documents, WC SEC Documents or Forest SEC Documents filed or furnished on or before the Effective Date or on Schedule 5.06 , either individually or in the aggregate, if determined adversely, would reasonably be expected to have a Material Adverse Effect.

(b) There is no court order (by any court of competent jurisdiction) in effect on the Closing Date enjoining the Lenders from making the Loans hereunder.

5.09 Environmental Compliance . Ultimate Parent and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof Ultimate Parent has reasonably concluded that such Environmental Laws and claims would not, except as specifically disclosed in Actavis SEC Documents, WC SEC Documents or Forest SEC Documents filed or furnished on or before the Effective Date, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.10 Solvency . Intermediate Parent and its Subsidiaries, on a consolidated basis, will be Solvent after giving effect to the Transactions.

5.11 Insurance . Intermediate Parent, Actavis, the Borrower and the Material Subsidiaries are insured with financially sound and reputable insurance companies, in such amounts (after giving effect to any self-insurance), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Intermediate Parent, Actavis, the Borrower or the applicable Material Subsidiary operates.

5.12 Taxes . Intermediate Parent, Actavis, the Borrower and the Material Subsidiaries have filed or caused to be filed all material federal, state and other tax returns and reports required to be filed by them, and have paid all material federal, state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or (b) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

5.13 Patriot Act . The condition specified in Section 4.02(f) has been satisfied.

5.14 ERISA . (a) Except as could not reasonably be expected to have a Material Adverse Effect, (i) each Plan is in compliance in all respects with the applicable provisions of ERISA, the Code and other Federal or state Laws and (ii) each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an

application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of Intermediate Parent, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(b) There are no pending or, to the best knowledge of Intermediate Parent, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

5.15 OFAC. None of Actavis, Intermediate Parent, or the Borrower is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control of the U.S. Department of Treasury (“ OFAC ”) (an “ OFAC Listed Person ”) or a Person sanctioned by the United States of America pursuant to any of the regulations administered or enforced by OFAC (31 C.F.R., Subtitle B, Chapter V, as amended); or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person, or (y) the government of a country the subject of comprehensive U.S. economic sanctions administered by OFAC (collectively, “ OFAC Countries ”).

The Borrower represents and covenants that no Loan, nor the proceeds from any Loan, has been or will be used, to lend, contribute, provide or has otherwise been made or will otherwise be made available for the purpose of funding any activity or business in any OFAC Countries or for the purpose of funding any prohibited activity or business of any Person located, organized or residing in any OFAC Country or who is an OFAC Listed Person or, to each such Person’s knowledge, any person owned by or controlled by, or acting for or on behalf of an OFAC Listed Person, absent valid and effective licenses and permits issued by the government of the United States or otherwise in accordance with applicable Laws, or in any other manner that will result in any violation by any Lender, any Arranger or the Administrative Agent of the sanctions administered or enforced by OFAC (31 C.F.R., Subtitle B, Chapter V, as amended).

5.16 Subsidiaries; Equity Interests. As of the Effective Date, Intermediate Parent has no Subsidiaries other than those specifically disclosed in Schedule 5.16 , and all of the outstanding Equity Interests in the Material Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by Intermediate Parent in the amounts specified on Schedule 5.16 free and clear of all Liens (other than any Liens permitted under Section 7.01 ).

5.17 Margin Regulations; Investment Company Act. (a) The Borrower is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States), or extending credit for the purpose of purchasing or carrying margin stock.

(b) None of Intermediate Parent, Actavis or the Borrower, or any Person Controlling such Person, or any Subsidiary of such Person is required to be registered as an “investment company” under the Investment Company Act of 1940.

5.18 Disclosure . All written information (other than projected financial information and information of a general economic or general industry nature) that has been made available to the Arrangers or any of the Lenders by or on behalf of Ultimate Parent, Intermediate Parent, Actavis, the Borrower or any of their representatives, taken as a whole, or by or on behalf of the Acquired Business or its Subsidiaries or any of their respective representatives, taken as a whole, in connection with any aspect of the Transactions is, when taken as a whole, complete and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading (in each case after giving effect to all supplements and updates provided thereto); provided that, with respect to projected financial information, Ultimate Parent, Intermediate Parent, Actavis and the Borrower represent only that such information was prepared in good faith based upon reasonable assumptions that are believed by the preparer thereof to be reasonable at the time made and at the time such projected financial information is delivered to the Arrangers or any of the Lenders; it being understood and agreed that such projected financial information is not to be viewed as facts and that actual results during the period or periods covered by any such projected financial information may differ significantly from the projected results, and no assurance can be given that the projected results will be realized. Solely as they relate to matters with respect to the Acquired Business and its Subsidiaries, the foregoing representations and warranties are made to the best of Intermediate Parent’s knowledge.

5.19 Compliance with Laws . Each of Intermediate Parent, Actavis, the Borrower and each Material Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

5.20 Intellectual Property; Licenses, Etc. Ultimate Parent and its Subsidiaries own, or possess the right to use, without conflict with the rights of any other Person, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses

and other intellectual property rights (collectively, “ IP Rights ”) with respect to which the failure to possess or have the right to use or the presence of a conflict with the rights of any other Person (other than with respect to any litigation arising under Section 505(j)(3)(A)(vii)(iv) of the Federal Food, Drug and Cosmetic Act of 1938, as amended) would not reasonably be expected to have a Material Adverse Effect. To the best knowledge of Intermediate Parent, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by Ultimate Parent or any Subsidiary infringes upon any rights held by any other Person, except where such infringement would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of Intermediate Parent, threatened, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

ARTICLE VI.

AFFIRMATIVE COVENANTS

So long as any Loan or other Obligation hereunder will remain unpaid or unsatisfied, then Intermediate Parent and the Borrower will, and will (except in the case of the covenants set forth in Sections 6.01 , 6.02 , 6.03 and 6.11 ) cause each Material Subsidiary to:

6.01 Financial Statements . Deliver to the Administrative Agent (who will distribute copies to each Lender):

(b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year of Ultimate Parent (commencing with the first fiscal quarter ending after the Effective Date), a consolidated balance sheet of Ultimate Parent and its Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter and for the portion of Ultimate Parent’s Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail, certified by the chief financial officer or the vice president and controller of Ultimate Parent as fairly presenting the financial condition, results of operations and cash flows of Ultimate Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 6.02(b) , Intermediate Parent will not be separately required to furnish such information under clause (a) or (b) above, but the foregoing will not be in derogation of the obligation of Intermediate Parent to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

6.02 Certificates; Other Information. Deliver to the Administrative Agent (who will distribute copies to the Lenders), in form and detail reasonably satisfactory to the Administrative Agent:

(a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) , a duly completed Compliance Certificate signed by a Responsible Officer of Intermediate Parent (which delivery may, unless the Administrative Agent requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);

(b) promptly, after the same are available, copies of each proxy statement sent to the shareholders of Ultimate Parent and Intermediate Parent and copies of all annual, regular, periodic and special reports and registration statements which Ultimate Parent or Intermediate Parent, as applicable, may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(c) promptly, and in any event within five Business Days after receipt thereof by Ultimate Parent, Intermediate Parent or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of Ultimate Parent, Intermediate Parent or any Subsidiary thereof to the extent that any such notice or other correspondence would be required to be disclosed in a Form 8-K filing with the SEC; and

(d) promptly, such additional information regarding the business, financial or corporate affairs of Ultimate Parent, Intermediate Parent or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Intermediate Parent shall notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Intermediate Parent with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Intermediate Parent hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Intermediate Parent hereunder (including, for the avoidance of doubt, materials/and or information delivered pursuant to Section 4.02 ) (collectively, “ Company Materials ”) by posting the Company Materials on IntraLinks or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders (each, a “ Public Lender ”) may have personnel who do not wish to receive material non-public information with respect to Intermediate Parent or its Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Intermediate Parent hereby agrees that (w) all Company Materials that are to be made available to Public Lenders will be clearly and conspicuously marked “PUBLIC” which, at a minimum, will mean that the word “PUBLIC” will appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC”, Intermediate Parent will be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Company Materials as not containing any material non-public information with respect to Ultimate Parent or Intermediate Parent or its securities for purposes of United States federal and state securities Laws ( provided , however , that to the extent such Company Materials constitute Information, they will be treated as set forth in Section 11.07 ); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arrangers will be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting outside the portion the Platform designated “Public Side Information”.

(a) of the occurrence of any Default;

(d) of any announcement by Moody’s or S&P of any change in a Debt Rating.

Each notice pursuant to subsections (a) through (c) of this Section 6.03 will be accompanied by a statement of a Responsible Officer of Intermediate Parent or the Borrower setting forth details of the occurrence referred to therein and stating what action Intermediate Parent or the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) will describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04 Payment of Taxes. Pay and discharge as the same will become due and payable, all its tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and it is maintaining adequate reserves in accordance with GAAP, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except, in the case of clauses (a) and (b) , where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

6.08 Compliance with Laws . Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

6.10 Inspection Rights . Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers having direct knowledge or responsibility of the subject matter; provided , however , that such visits, inspections or examinations will be made at a reasonable time during normal business hours with due regard for, and minimal disruption of, the business of Intermediate Parent and its Subsidiaries, and will not (a) be at the expense of such Person, (b) occur more frequently than once in any 12-month period and (c) be made without five (5) Business Days’ prior written notice; provided further , however , that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of such Person at any time during normal business hours and without advance notice.

6.11 Use of Proceeds. Use the proceeds of the Loans to (a) finance the “Cash Election Consideration” and the “Fractional Share Consideration” (each term as defined in the Merger Agreement) and (b) pay fees and expenses incurred in connection with the Transactions.

6.12 Covenant to Guarantee Obligations. Within 30 days (or such later time as may be reasonably requested in writing by Intermediate Parent and accepted by the Administrative Agent) of (a) the designation of any Subsidiary of Intermediate Parent as a guarantor under any other Indebtedness (other than the Obligations and Indebtedness under the WC Term Loan Credit Agreement unless such Subsidiary is also a guarantor under the Actavis Revolving Credit Agreement) of the Borrower owing to any Person other than Ultimate Parent or its Subsidiaries in an aggregate principal amount or commitment amount exceeding $350,000,000 or (b) the date that any Subsidiary of Intermediate Parent guarantees Indebtedness of the Acquired Business in an aggregate principal amount or commitment amount exceeding $350,000,000, Intermediate Parent shall (i) cause each such Subsidiary to deliver to the Administrative Agent, a duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Guaranty and such Subsidiary Guarantor Counterpart and (ii) deliver to the Administrative Agent documents of the types referred to in Section 4.02(a)(ii) and opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) ) in form and substance substantially similar to the opinions of counsel attached as Exhibit J , all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, in the case of a Foreign Subsidiary, if such Guarantee would give rise to adverse tax consequences as reasonably determined by Intermediate Parent, such Subsidiary shall not be required to become a Subsidiary Guarantor.

ARTICLE VII.

NEGATIVE COVENANTS

So long as any Loan or other Obligation hereunder will remain unpaid or unsatisfied, then Intermediate Parent (other than in Section 7.02 ) and the Borrower (other than in Sections 7.02 or 7.03 ) in each section of this Article VII , will not, nor will Intermediate Parent or the Borrower permit or allow any Material Subsidiary in any section of this Article VII (other than in Section 7.03 ) or any Subsidiary in Sections 7.01 and 7.02 to, directly or indirectly:

7.01 Liens . Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)) , (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b) ;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) ;

(i) Liens securing Indebtedness permitted under Section 7.02(f) ; and

7.02 Subsidiary Indebtedness . Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness under the Loan Documents;

(d) Indebtedness of any Subsidiary Guarantor or any Loan Party under and as defined in the WC Term Loan Credit Agreement;

(e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary;

(f) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(e) at any one time outstanding shall not exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent;

(g) Capital Lease Obligations, Synthetic Lease Obligations or Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (f) , do not to exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j) ;

(i) intercompany loans made (x) between Intermediate Parent and one or more Subsidiaries or (y) among any two or more Subsidiaries (including, in each case, Indebtedness incurred as part of the Post-Closing Restructuring); and

(j) any Acquisition Indebtedness.

7.03 Fundamental Changes . Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of Intermediate Parent and the Material Subsidiaries, taken as a whole, unless (a) at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and (b) after giving effect to any such transaction, the business, taken as a whole, of Intermediate Parent and the Material Subsidiaries shall not have been altered such that Intermediate Parent and the Material Subsidiaries are unable to comply with the restriction on the covenant governing any change in nature of business in Section 7.04 ; provided that if Intermediate Parent is not the survivor of any such consolidation or merger involving Intermediate Parent (A) at the time thereof and immediately after giving effect thereto, no Event of Default under Section 8.01(l) shall have occurred and be continuing on a pro forma basis as if such consolidation or merger had been consummated (and any related Indebtedness incurred, assumed or repaid in connection therewith had been incurred, assumed or repaid, as the case may be) on the first day of the most recently completed four fiscal quarters of Ultimate Parent for which financial statements have been delivered pursuant to Section 6.01 (as demonstrated by delivery to the Administrative Agent of a certificate of a Responsible Officer to such effect showing such calculation in reasonable detail prior to or concurrently with such consolidation or merger), (B) the surviving Person of such consolidation or merger shall expressly assume all the rights and obligations of Intermediate Parent under this Agreement and the other Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent and shall thereafter be deemed to be Intermediate Parent, as the case may be, for all purposes hereunder and (C) such consolidation or merger will not result in a Change of Control.

7.04 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by Intermediate Parent and the Material Subsidiaries on the Closing Date or any business substantially related or incidental thereto.

7.05 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Intermediate Parent that is a Material Subsidiary, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to Ultimate Parent, the Borrower or such Material Subsidiary as would be obtainable by Intermediate Parent, the Borrower or such Material Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction will not apply to (i) transactions between or among (A) any Loan Party and any of such Loan Party’s Wholly Owned Subsidiaries, (B) Wholly Owned Subsidiaries of any Loan Party or (C) Guarantors, (ii) Permitted Receivables Transfers, (iii) transactions undertaken as part of the Post-Closing Restructuring,

(iv) any transaction between Intermediate Parent or one or more Affiliates of Intermediate Parent resulting in a transfer to Intermediate Parent or one or more Affiliates of Intermediate Parent of the proceeds of any Acquisition Indebtedness issued by such Affiliate or (v) if, immediately before and after giving effect to such transaction, no Event of Default shall have occurred and be continuing.

ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default . Subject to Section 8.04 , any of the following will constitute an Event of Default; provided that the following will only constitute an Event of Default from and after the Closing Date:

(a) Non-Payment . The Borrower fails to pay (i) when and as required to be paid herein, and in the currency required hereunder, any amount of principal of any Loan, or (ii) within five (5) days after the same becomes due, any interest on any Loan, any fee due hereunder, or any other amount payable hereunder or under any other Loan Document (other than an amount specified in clause (i) above);

(b) Specific Covenants . The Loan Parties fail to perform or observe any term, covenant or agreement contained in Section 6.03(a) or 6.05(a) (with respect to existence of Intermediate Parent or the Borrower or, so long as Actavis is a Subsidiary Guarantor, Actavis (other than in connection with a transaction not prohibited by this Agreement)) or Article VII ;

(c) Other Defaults . Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof from the Administrative Agent (given at the request of any Lender) to Intermediate Parent and the Borrower, unless such failure is not susceptible to cure within thirty (30) days and, within such thirty (30) days, the applicable Loan Party has taken reasonable steps to effectuate a cure, continues to diligently pursue such cure, and actually effectuates such cure within sixty (60) days after such notice to Intermediate Parent and the Borrower;

(f) Insolvency Proceedings, Etc. Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to Ultimate Parent, Intermediate Parent, the Borrower or any Material Subsidiary or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding;

(k) Change of Control . There occurs any Change of Control; or

(l) Consolidated Leverage Ratio . Ultimate Parent shall fail to prevent the Consolidated Leverage Ratio as of the last day of any period of four consecutive fiscal quarters of Ultimate Parent from exceeding 4.25:1.00 from the last day of the first fiscal quarter ending after the Effective Date through the last day of the fourth full fiscal quarter ending after the Closing Date.

8.02 Remedies Upon Event of Default . Subject to Section 8.04 , if any Event of Default occurs and is continuing, the Administrative Agent will, at the request of, or may, with the consent of, on or after the Closing Date, the Required Lenders, take any or all of the following actions from and after the Closing Date:

(a) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; and

(b) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents;

provided , however , that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under Debtor Relief Laws, the unpaid principal amount of all Loans, from and after the Closing Date, and all interest and other amounts as aforesaid will automatically become due and payable, in each case without further act of the Administrative Agent or any Lender.

8.03 Application of Funds . After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02 ), any amounts received on account of the Obligations will, subject to Section 2.17 , be applied by the Administrative Agent in the following order:

Second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article III ), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third , to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth , to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and

Last , the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

ARTICLE IX.

GUARANTEE

9.01 Guarantee of Guaranteed Obligations . On and after the Closing Date, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the benefit of the Guaranteed Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and each other Guarantor, when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 9.01 , without any limitation as to amount, for all present and future Guaranteed Obligations, including specifically all future increases in the outstanding amount of the Loans or other Guaranteed Obligations and other future increases in the Guaranteed Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Guaranteed Obligations (including, without limitation, interest, fees, costs and expenses) that would be owed by any other obligor on the Guaranteed Obligations but for the fact that they are unenforceable or not allowable due to the existence of a proceeding under any Debtor Relief Law involving such other obligor because it is the intention of the Guarantors and the Guaranteed Parties that the Guaranteed Obligations which are guaranteed by the Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve the Borrower or any other Guarantor of any portion of such Guaranteed Obligations.

(c) Notwithstanding anything to the contrary in this Article IX , the indemnities guarantees, obligations, liabilities and undertakings under this Article IX or elsewhere in this Agreement of any Guarantor incorporated in Ireland shall be deemed not to be undertaken or incurred to the extent that the same would (but for this Section 9.02(c) ):

(i) constitute unlawful financial assistance prohibited by Section 60 of the Companies Act 1963 of Ireland; or

(ii) constitute a breach of Section 31 of the Companies Act 1990 of Ireland.

(d) Notwithstanding any provision of (i) this Article IX or any Loan Documents; (ii) any Loan Documents (as defined in the Actavis Revolving Credit Agreement); (iii) any Loan Documents (as defined in the ACT Term Loan Credit and Guaranty Agreement); and/or (iv) any Loan Documents (as defined in the WC Term Loan Credit Agreement) (or any document entered into in connection with any of the foregoing) (together the “ Guaranteed Documents ”) to the contrary, the aggregate guarantee undertakings of any Guarantor incorporated in Luxembourg (a “ Luxembourg Guarantor ”) under the Guaranteed Documents shall, at any time, be limited to, and shall not exceed, an amount corresponding to 90% of its own funds (capitaux propres) and subordinated debts (as referred to in article 34 of the law of December 19, 2002 on the register of commerce and companies and accounting and the annual accounts of undertakings, as amended) (i) as shown in its most recent financial statements available on the date on which the guarantee is called, or (ii) as shown in its most recent financial statements available on the date hereof, whichever is higher.

The above limitation shall not apply to any amounts borrowed by, or made available to, in any form whatsoever, under the Loan Documents, (or any document entered into in connection therewith), the Luxembourg Guarantor or any of its (current or future) direct or indirect subsidiaries.

9.03 Nature of Guarantee; Continuing Guarantee; Waivers of Defenses

with respect thereto, and any failure by any Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower and any other Guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower and any other Guarantor or any other Person or any such guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

(c) No payment made by the Borrower, any of the other Guarantors, any other guarantor or any other Person or received or collected by any Guaranteed Party from the Borrower and any of the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment remain liable for the applicable Guaranteed Obligations until the applicable Discharge of the Guaranteed Obligations.

(i) the validity or enforceability of this Agreement or any other Loan Document, any of the Guaranteed Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party;

(iii) any failure or omission to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under any Loan Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations;

(b) If and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.04 ) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting to secure any of the Guaranteed Obligations. Any right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed Parties, and neither the Administrative Agent nor any other Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations for any purpose related to any such right of subrogation. If subrogation

is demanded by any Guarantor, then, after Discharge of the Guaranteed Obligations, the Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agent.

9.06 Subordination of Other Obligations . Each Guarantor hereby subordinates the payment of all obligations and Indebtedness of Intermediate Parent owing to such Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of Intermediate Parent to such Guarantor as subrogee of the Guaranteed Parties or resulting from such Guarantor’s performance under this Guaranty, to the indefeasible payment in full in cash of all Guaranteed Obligations. If the Administrative Agent so requests, any such obligation or Indebtedness of Intermediate Parent to such Guarantor shall be enforced and performance received by such Guarantor as trustee for the Guaranteed Parties and the proceeds thereof shall be paid over to the Administrative Agent on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of such Guarantor under this Guaranty.

nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Guaranteed Party to disclose any matter, fact or thing relating to the business, operations or condition of the Borrower or any other Guarantor now known or hereafter known by any Guaranteed Party.

9.08 Bankruptcy, Etc . Until a Discharge of the Guaranteed Obligations, no Guarantor shall, without the prior written consent of the Administrative Agent, commence or join with any other Person in commencing any proceeding under any Debtor Relief Law against the Borrower or any other Guarantor. The obligations of the Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding under any Debtor Relief Law, voluntary or involuntary, involving the Borrower or any other Guarantor or by any defense which the Borrower or any Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. To the fullest extent permitted by law, the Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay the Administrative Agent, or allow the claim of the Administrative Agent in respect of, any interest, fees, costs, expenses or other Guaranteed Obligations accruing or arising after the date on which such case or proceeding is commenced.

9.09 Duration of Guarantee . The Guaranty contained in Section 9.01 shall remain in full force and effect until the Discharge of the Guaranteed Obligations.

9.10 Reinstatement . If at any time payment of any of the Guaranteed Obligations or any portion thereof is rescinded, disgorged or must otherwise be restored or returned by any Guaranteed Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Guarantor or any substantial part of its property, or otherwise, or if any Guaranteed Party repays, restores, or returns, in whole or in part, any payment or property previously paid or transferred to the Guaranteed Party in full or partial satisfaction of any Guaranteed Obligation, because the payment or transfer or the incurrence of the obligation is so satisfied, is declared to be void, voidable, or otherwise recoverable under any state or federal law (collectively, a “Voidable Transfer”), or because such Guaranteed Party elects to do so on the reasonable advice of its counsel in connection with an assertion that the payment, transfer, or incurrence is a Voidable Transfer, then, as to any such Voidable Transfer, and, subject to Section 11.04 , as to all reasonable costs, expenses and attorney’s fees of the Guaranteed Party related thereto, the liability of each Guarantor hereunder will automatically and immediately be revived, reinstated, and restored and will exist as though the Voidable Transfer had never been made.

ARTICLE X.

ADMINISTRATIVE AGENT

10.01 Appointment and Authority . Each of the Lenders hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and no Loan Party will have any rights as a third party beneficiary of any of such provisions.

10.02 Rights as a Lender . The Person serving as the Administrative Agent hereunder will have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” will, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Intermediate Parent or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

(a) will not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction (or waiver) of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

10.04 Reliance by Administrative Agent . The Administrative Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and will not incur any liability for relying thereon. In determining compliance with any condition under Article IV that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent will have received notice to the contrary from such Lender prior to the Closing Date. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and will not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

10.06 Resignation of Administrative Agent . The Administrative Agent may at any time give notice of its resignation to the Lenders, Intermediate Parent and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders will have the right, in consultation with Intermediate Parent and the Borrower, to appoint a successor, which will be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor will have been so appointed by the Required Lenders and will have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent notifies Intermediate Parent and the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation will nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent will be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder,

such successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent will be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.06 ). The fees payable by the Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 will continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

10.07 Non-Reliance on Administrative Agent and Other Lenders . Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it will from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

10.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers or the Syndication Agent will have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

10.09 Administrative Agent May File Proofs of Claim . In case any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party is pending, the Administrative Agent (irrespective of whether the principal of any Loan will then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent will have made any demand on such Loan Party) will be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.10 and 11.04 ) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent will consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.10 and 11.04 .

Nothing contained herein will be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

10.10 Guaranty Matters . The Lenders irrevocably authorize the Administrative Agent to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person (a) ceases to be a Subsidiary of Intermediate Parent as a result of a transaction permitted hereunder, (b) ceases to be a guarantor under all other Indebtedness (other than the Obligations) of the Borrower owing to any Person other than Intermediate Parent or its Subsidiaries in an aggregate principal amount exceeding $350,000,000 or (c) was voluntarily designated by Intermediate Parent as a Subsidiary Guarantor and Intermediate Parent requests, in writing, that the Administrative Agent release it from the Guaranty and no Event of Default would immediately result from such a release; provided , that so long as Actavis is an obligor in respect of the Existing Notes and Actavis SCS is an obligor in respect of the New Notes (each as defined in the definition of “ Post-Closing Restructuring ”), Actavis and/or Actavis SCS, as applicable, shall not be released from its obligations under the Guaranty pursuant to this clause (c). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 10.10 .

ARTICLE XI.

MISCELLANEOUS

(a) extend or increase the Commitment of any Lender without the written consent of such Lender;

(c) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (ii) of the final proviso to this Section 11.01 ) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided , however , that only the consent of the Required Lenders will be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;

(d) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(e) release (x) Intermediate Parent from the Guaranty in Section 9.01 without the written consent of each Lender or (y) all of the Subsidiary Guarantors without the written consent of each Lender, except to the extent the release of all of the Subsidiary Guarantors is permitted pursuant to Section 10.10 (in which case such release may be made by the Administrative Agent acting alone); or

(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each affected Lender;

and, provided further , that (i) no amendment, waiver or consent will, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (iii) the Commitment Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of such Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

11.02 Notices; Effectiveness; Electronic Communication .

(i) if to any Loan Party or the Administrative Agent, to the address, telecopy number, electronic mail address or telephone number specified for such Person on Schedule 11.02 ; and

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, will be deemed to have been given when received; notices and other communications sent by telecopy will be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, will be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, will be effective as provided in such subsection (b) .

(b) Electronic Communications . Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing will not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Loan Parties may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices or communications.

DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE COMPANY MATERIALS OR THE PLATFORM. In no event will the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to the Loan Parties, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Intermediate Parent’s or the Administrative Agent’s transmission of Company Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided , however , that in no event will any Agent Party have any liability to the Loan Parties, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc . Each of the Loan Parties and the Administrative Agent may change its address, telecopy, telephone number or electronic mail address for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopy, telephone number or electronic mail address for notices and other communications hereunder by notice to the Loan Parties and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopy number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States federal and state securities Laws, to make reference to Company Materials, if any, that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Ultimate Parent or its securities for purposes of United States federal or state securities Laws.

(e) Reliance by Administrative Agent and Lenders . The Administrative Agent and the Lenders will be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of Intermediate Parent or the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower will indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of Intermediate Parent or the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided , however , that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.14 ), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided , further , that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.14 , any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

11.04 Expenses; Indemnity; Damage Waiver .

(a) Costs and Expenses . The Borrower will pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, which shall be limited to Shearman & Sterling LLP), in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof; provided that the out of pocket expenses of the Administrative Agent and its Affiliates and their counsel with respect to the preparation, negotiation, execution and delivery of the Loan Documents in connection with the Transaction shall be limited as set forth in the Commitment Letter and (ii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, disbursements and other charges of counsel, which shall be limited to one counsel, and if necessary, one local counsel in each appropriate jurisdiction and, solely in the case of a conflict of interest, one special conflicts counsel to all affected Indemnitees, taken as a whole) in connection with the enforcement or protection of their respective rights in connection with this Agreement and the other Loan Documents, including its rights under this Section.

(b) Indemnification by the Borrower . The Borrower will indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, the Syndication Agent, each Lender, and each Related Party of any of the foregoing Persons (each an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of counsel, which shall be limited to one primary counsel, one local counsel in Ireland and Luxembourg and, if necessary, one local counsel in each other appropriate jurisdiction and, solely in the case of a conflict of

interest, one special conflicts counsel to all affected Indemnitees, taken as a whole) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Intermediate Parent or any of its Subsidiaries, or any Environmental Liability related in any way to Intermediate Parent or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity will not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of such Indemnitee (or its respective affiliates and their respective officers, directors, employees or agents), (y) result from a claim brought by a Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from a claim of any Indemnitee solely against one or more Indemnitees (and not by one or more Indemnitees against the Administrative Agent, the Syndication Agent or any Arranger to the extent acting in their capacity as such and to the extent otherwise entitled to be indemnified hereunder) that have not resulted from the action or inaction of Intermediate Parent or its Subsidiaries or any of their respective officers, directors, employees or agents. Notwithstanding any of the foregoing provisions to the contrary, this Section 11.04(b) shall not apply with respect to Taxes, other than any Taxes that represent losses or damages arising from a non-Tax claim.

(c) Reimbursement by Lenders . To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s ratable share (based on the percentage of the principal amount of all Loans at such time represented by such Lender’s outstanding Loans at such time, and determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d) .

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, none of the parties to this Agreement shall assert, and each party hereto hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in

connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients (excluding any Indemnitee) of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent that such damages are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided , however , that in no event will any Indemnitee have any liability for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). The indemnities in this Section 11.04(d) shall not abrogate, modify or diminish the obligations of the Administrative Agent and the Lenders to keep certain information confidential in the manner and to the extent provided in Section 11.07 .

(e) Payments . All amounts due under this Section will be payable not later than ten Business Days after demand therefor.

(f) Survival . The agreements in this Section will survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

11.05 Payments Set Aside . To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied will be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under clause (b) of the preceding sentence will survive the payment in full of the Obligations and the termination of this Agreement.

11.06 Successors and Assigns . (a) Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Intermediate Parent may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (except in connection with a transaction not prohibited by Section 7.03 in accordance with the terms thereof) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (e) of this Section, or (iii) by way of pledge or

assignment of a security interest subject to the restrictions of subsection (g) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (e) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders . Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) in accordance with the terms of this Agreement; provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts .

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default under Section 8.01(a) or 8.01(f) has occurred and is continuing, Intermediate Parent otherwise consents (each such consent not to be unreasonably withheld or delayed); provided , however , that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(iii) Required Consents . No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of Intermediate Parent (such consent not to be unreasonably withheld) shall be required unless (1) an Event of Default under Section 8.01(a) or 8.01(f) has occurred and is continuing at the time of such

assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that Intermediate Parent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and

(v) No Assignment to Certain Persons . No such assignment shall be made (A) to Intermediate Parent or any of Intermediate Parent’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B) , or (C) to a natural person. No such assignment of Commitments shall be made at any time prior to the initial funding of the Loans hereunder on the Closing Date to any Person that is not an Eligible Pre-Closing Lender.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (d) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and shall, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01 , 3.04 , 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (e) of this Section 11.06 .

by the assignee of participations, or other compensating actions, including funding, with the consent of Intermediate Parent and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this subsection (c) , then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(d) Register . The Administrative Agent, acting solely for this purpose as an agent of the Loan Parties (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Loan Parties, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Loan Parties and, solely with respect to the Commitments of, and principal amounts (and stated interest) of the Loans owing to, any Lender, such Lender, in each case at any reasonable time and from time to time upon reasonable prior notice.

(e) Participations . Any Lender may at any time, without the consent of, or notice to, Intermediate Parent, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or Intermediate Parent or any of Intermediate Parent’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Loan Parties, the Administrative Agent, and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Loan Parties, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. For the avoidance of doubt, the Administrative Agent (in its capacity as

Administrative Agent) shall have no responsibility for maintaining a Participant Register. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. Subject to subsection (f) of this Section, Intermediate Parent and the Borrower agree that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant agrees to be subject to the provisions of Section 3.06 as if it were a Lender. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided such Participant agrees to be subject to Section 2.14 as though it were a Lender.

(f) Limitations upon Participant Rights . A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Intermediate Parent’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.01 unless Intermediate Parent and the Borrower are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e), Section 3.01(g) and Section 3.01(h) as though it were a Lender.

11.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or

any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of Intermediate Parent or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Loan Parties.

For purposes of this Section, “ Information ” means all information received from Intermediate Parent or any Subsidiary relating to Intermediate Parent or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by Intermediate Parent or any Subsidiary; provided that, in the case of information received from Intermediate Parent or any Subsidiary after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section will be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning Intermediate Parent or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States federal and state securities Laws.

Subject to any applicable requirements of United State federal, state or local Laws or regulations, including securities Laws or regulations, neither the Administrative Agent nor any Lender will make or cause to be made, whether orally, in writing or otherwise, any public announcement or statement that is intended for the general public and not targeted primarily to reach audiences in the banking industry and the banking industry’s customers with respect to the transactions contemplated by this Agreement, or any of the provisions of this Agreement, without the prior written approval of Intermediate Parent as to the form, content and timing of such announcement or disclosure, which approval may be given or withheld in the Intermediate Parent’s sole discretion.

11.08 Right of Setoff . If an Event of Default will have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Loan Party against any and all of its obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender will have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured or

are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided , that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Loan Parties and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice will not affect the validity of such setoff and application. Notwithstanding the provisions of this Section 11.08 , if at any time any Lender or any of their respective Affiliates maintains one or more deposit accounts for the Borrower or any other Loan Party into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

11.10 Counterparts; Integration; Effectiveness . This Agreement and the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which will constitute an original, but all of which when taken together will constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement will become effective upon the satisfaction (or waiver) of the conditions set forth in Section 4.01 . Delivery of an executed counterpart of a signature page of any Loan Document by facsimile or other electronic transmission (including “pdf” or “tif”) will be effective as delivery of a manually executed counterpart of such Loan Document.

11.11 Survival of Representations and Warranties . All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith will survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the

Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default on the Closing Date, and will continue in full force and effect as long as any Loan or any other Obligation hereunder will remain unpaid or unsatisfied.

(a) the Borrower will have paid to the Administrative Agent the assignment fee specified in Section 11.06(b) ;

(b) such Lender will have received payment of an amount equal to 100% of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05 ) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(d) such assignment does not conflict with applicable Laws.

11.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW . THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT (I) THE INTERPRETATION OF THE DEFINITION OF COMPANY MATERIAL ADVERSE EFFECT (AS DEFINED IN THE MERGER AGREEMENT) AND WHETHER OR NOT A COMPANY MATERIAL ADVERSE EFFECT HAS OCCURRED AND (II) THE DETERMINATION OF WHETHER THE TRANSACTIONS (AS DEFINED IN THE MERGER AGREEMENT) HAVE BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE MERGER AGREEMENT, IN EACH CASE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED SOLELY IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY OTHER PRINCIPLES OF CONFLICTS OF LAW.

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 AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. 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.

currency (the “ Judgment Currency ”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “ Agreement Currency ”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

11.18 No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Loan Parties acknowledge and agree that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lenders and the Arrangers are arm’s-length commercial transactions between the Loan Parties, on the one hand, and the Administrative Agent, the Lenders and the Arrangers, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Loan Parties are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Lenders and the Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any other Person and (B) neither the Administrative Agent nor any Lender nor any Arranger has any obligation to the Loan Parties with respect to the transactions contemplated hereby, except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lenders and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties, and neither the Administrative Agent nor any Lender nor any Arranger has any obligation to disclose any of such interests to the Loan Parties. To the fullest extent permitted by law, the Loan Parties hereby waive and release any claims that it may have against the Administrative Agent, the Lenders and any Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

11.20 Successor Borrower. (a) Intermediate Parent may at any time, upon not less than 15 Business Days’ notice, notify the Administrative Agent that Intermediate Parent intends to designate a Subsidiary as a successor to the Borrower for purposes of this Agreement and the other Loan Documents. Such notice shall specify the Subsidiary being designated as a successor to the Borrower and the date on which such designation shall become effective (which date shall be at least 15 Business Days from the date of the notice). On the date specified in such notice, such Subsidiary shall thereupon automatically become the Borrower for purposes of this Agreement and, as such, shall have all of the rights and obligations of the Borrower hereunder. The Administrative Agent shall promptly notify each Lender of Intermediate Parent’s notice of such pending designation, the identity of the respective Subsidiary and the date such designation is to become effective in accordance with the terms of this Agreement. Following the giving of any notice pursuant to this Section 11.21(a) , if the designation of such Subsidiary obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, Intermediate Parent shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations.

(b) As soon as practicable after receiving notice from Intermediate Parent or the Administrative Agent of Intermediate Parent’s intent to designate a Subsidiary as a successor Borrower, and in any event no later than five Business Days after the delivery of such notice, for a Subsidiary that is organized under the laws of a jurisdiction other than Luxembourg, Ireland, Bermuda, Puerto Rico or the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Subsidiary directly or through an Affiliate of such Lender (a “ Protesting Lender ”) shall so notify Intermediate Parent and the Administrative Agent in writing. With respect to each Protesting Lender, Intermediate Parent shall, effective on or before the date that such Subsidiary shall succeed to the rights and obligations of the Borrower hereunder, either (i) cause such Protesting Lender to assign and delegate all of its interests, rights and obligations under this Agreement in accordance with Sections 3.06 and 11.13 or (ii) if such assignment cannot be made prior to such date, pay to such Protesting Lender an amount equal to 100% of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan documents (including amounts under Section 3.05 ), whereupon such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of Sections 3.01 , 3.04 and 11.04 with respect to facts and circumstances occurring prior to the such date.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed as of the date first above written.


WARNER CHILCOTT LIMITED ,
as Intermediate Parent

By:		/s/ David A. Buchen

Name:		David A. Buchen
Title:		Chief Legal Officer—Global and Secretary

ACTAVIS CAPITAL S.À R.L. , as Borrower

By:		/s/ Stephen M. Kaufhold

Name:		Stephen M. Kaufhold
Title:		Authorized Signatory

By:		/s/ Patrick van Denzen

Name:		Patrick van Denzen
Title:		Class B Manager and Authorized Signatory

ACTAVIS INC. , as a Subsidiary Guarantor

By:		/s/ David A. Buchen

Name:		David A. Buchen
Title:		Chief Legal Officer—Global and Secretary

ACTAVIS FUNDING SCS , as a Subsidiary Guarantor

a 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 registered with the Luxembourg Register of Commerce and Companies under number B187.310 and having a share capital of $20,000 Represented by Actavis International Holding S.à. r.l., a société à responsabilité limitée 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 registered with the Luxembourg Register of Commerce and Companies under number B172.484 and having a share capital of $75,764, in its capacity as general partner of Actavis Funding SCS. Itself represented by:

By:		/s/ Maurice Mulders

Name:		Maurice Mulders
Title:		Class A Manager and authorized signatory

By:		/s/ Patrick van Denzen

Name:		Patrick van Denzen
Title:		Class B Manager and Authorized signatory


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

By:		/s/ Robert Rittelmeyer

Name:		Robert Rittelmeyer
Title:		Vice President

BANK OF AMERICA, N.A. , as Lender

By:		/s/ Robert LaPorte

Name:		Robert LaPorte
Title:		Director


MIZUHO BANK, LTD. ,
as Syndication Agent and Lender

By:		/s/ Bertram H. Tang

Name:		Bertram H. Tang
Title:		Authorized Signatory

Schedule 2.01

Applicable Percentages; Commitments


Lender	Commitment		Applicable Percentage

Mizuho Corporate Bank, Ltd.		1,200,000,000		50	%

Bank of America, N.A.		1,200,000,000		50	%

Total

Schedule 5.06

Litigation

None.

Schedule 5.16

Subsidiaries

Tango US Holdings Inc., a Delaware corporation

Tango Merger Sub 1 LLC, a Delaware limited liability company

Tango Merger Sub 2 LLC, a Delaware limited liability company

Silom Medical Co., Ltd.

Silom Medical International Co., Ltd.

Actavis Funding SCS

In addition to the Subsidiaries listed above, Intermediate Parent incorporates by reference the subsidiaries disclosed in Exhibit 21.1 to Ultimate Parent’s Form 10K for the period ended December 31, 2013, filed with the SEC on February 25, 2014, excluding the following entities:

Actavis Deutschland GmbH & Co. KG

Actavis Management GmbH

Actavis Spain S.A.

Actavis France SAS

Arrow Generiques SAS

Actavis BV

Actavis A/S Sucursal Portugal Branch

Schedule 7.01

Existing Liens

None.

Schedule 7.02

Existing Indebtedness

In addition to the Indebtedness described below, Intermediate Parent incorporates by reference the Indebtedness disclosed in (a) Ultimate Parent’s Form 10Q for the period ended March 31, 2014, filed with the SEC on May 5, 2014 and (b) the Acquired Business’ Form 10K for the fiscal year ended March 31, 2014, filed with the SEC on May 30, 2014.

1.	Amounts (including letters of credit) outstanding under the Actavis Revolving Credit Agreement.

2.	Amounts outstanding under the WC Term Loan Credit Agreement.

3.	Actavis has issued $1,200,000,000 of 1.875% notes, due October 1, 2017.

4.	Warner Chilcott has issued $1,250,000,000 of 7.750% notes, due September 15, 2018.

5.	Actavis has issued $400,000,000 of 6.125% notes, due August 14, 2019.

6.	Actavis has issued $1,700,000,000 of 3.250% notes, due October 1, 2022.

7.	Actavis has issued $1,000,000,000 of 4.6250% notes, due October 1, 2043.

9.	Subsidiaries of Ultimate Parent have incurred various finance leases. The total aggregate USD equivalent amount outstanding is $17,064,883.

10.	Actavis is party to a Reimbursement Agreement between Actavis and DNB Bank ASA dated January 4, 2013 in relation to certain Letters of Credit issues at the request of Actavis or Actavis Group hf and/or any Actavis’ subsidiaries. The USD equivalent outstanding is $5,014,294.

11.	Uteron Pharma, SA has incurred third party debt in the form of grants and finance leases for equipment. The total aggregate USD equivalent amount outstanding is $5,079,348.

12.	The Forest Notes.

13.	The New Notes.

Schedule 11.02

Administrative Agent’s Office; Certain Addresses for Notices

LOAN PARTIES :

(For financial/loan activity – advances, pay down, interest/fee billing and payments, rollovers, rate-settings):


c/o Actavis, Inc.
Morris Corporate Center III
400 Interpace Parkway
Parsippany, NJ 07054
Attention:		Timothy F. Kelly
Telephone:		(862) 261-7311
Telecopier:		(862) 261-7940
E-Mail:		timothy.kelly@actavis.com
Website Address: www.actavis.com

( For all other notices, etc.):

c/o Actavis, Inc.
Morris Corporate Center III
400 Interpace Parkway
Parsippany, NJ 07054
Attention:		Stephen M. Kaufhold
Telephone:		(862) 261-8274
Telecopier:		(862) 261-7940
E-Mail:		stephen.kaufhold@actavis.com
Website Address: www.actavis.com

ADMINISTRATIVE AGENT OFFICE : (For financial/loan activity – advances, pay down, interest/fee billing and payments, rollovers, rate-settings):

One Independence Center
101 N Tryon St
Charlotte, NC 28255-0001
Attention:		Monique Haley
Telephone:		(980) 388-1043
Telecopier:		(704) 719-8510
E-Mail:		Monique.haley@baml.com

Remittance Instructions :
Bank of America, N.A.
New York, New York
ABA No.:		026009593
Account No.:		1366212250600
Attention:		Corporate Credit Services
Reference:		Actavis Capital S.à r.l.


( For financial statements, compliance certificates, maturity extension and commitment change notices, amendments, consents, vote taking, etc.):

Bank of America
1455 Market Street San Francisco CA 94103-1399
Attention:		Robert Rittelmeyer
Telephone:		(415) 436-2616
Telecopier:		(715) 503-5099
E-Mail:		robert.j.rittelmeyer@baml.com

Exhibit A

to the Cash Bridge Credit and Guaranty Agreement

FORM OF

ADMINISTRATIVE QUESTIONNAIRE

[ Attached ]

A-1

Exhibit B

to the Global Cash Bridge Credit and Guaranty Agreement

[FORM OF]

ASSIGNMENT AND ASSUMPTION

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 Assignment 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.

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 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

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

Credit Agreement : Actavis Cash Bridge Credit and Guaranty Agreement, dated as of June 30, 2014 (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 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, Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership ( société en commandite simple ) organized under the laws of the Grand Duchy of Luxembourg, Warner Chilcott Limited, a Bermuda company (“Intermediate Parent”), 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
Commitment/
Loans for all
Lenders ⁷

Amount of
Commitment/
Loans
Assigned

Percentage
Assigned of
Commitment/
Loans ⁸

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 Assignment Effective Date.

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

B-2


[7. Trade Date:		] ⁹

[ Signature Page Follows ]

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-3

Effective Date: , 20 [TO BE INSERTED BY THE 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 Accepted] ¹⁰ :


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

By:
		Name:
		Title:

[Consented to:] ¹¹


WARNER CHILCOTT LIMITED

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 Intermediate Parent and/or other parties is required by the terms of the Credit Agreement.

B-4

ANNEX 1

TO ASSIGNMENT AND ASSUMPTION

Actavis Cash Bridge and Guaranty Agreement, dated as of June 30, 2014, among Actavis Capital S.à r.l. (f/k/a Actavis WC Holding S.à r.l.), Actavis, Inc., Actavis Funding SCS, Warner Chilcott Limited, 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 Intermediate Parent, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Intermediate Parent, 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 11.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Assignment 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 Intermediate Parent and its Subsidiaries (as defined in the Credit Agreement) 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 Intermediate Parent, 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

B-5

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 Intermediate Parent, 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.

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 facsimile 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-6

Exhibit C

to the Cash Bridge Credit and Guaranty Agreement

[FORM OF]

COMPLIANCE CERTIFICATE

Reference is made to the Actavis Cash Bridge Credit and Guaranty Agreement, dated as of June 30, 2014, 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, Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership ( société en commandite simple ) organized under the laws of the Grand Duchy of Luxembourg, Warner Chilcott Limited, a Bermuda company ( “ Intermediate Parent ”), the Lenders from time to time party thereto, and Bank of America, N.A., as administrative agent for the Lenders (the “ Administrative Agent ”), (as amended, restated, extended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to Section 6.02(a) of the Credit Agreement, the undersigned, in his/her capacity as a Responsible Officer of Intermediate Parent, certifies as follows:

2. [Attached hereto as Exhibit [B] is a consolidated balance sheet of Ultimate Parent and its Subsidiaries as of as of [ — ], 20[ — ], and the related consolidated statements of income or operations and cash flows for such fiscal quarter and for the portion of Ultimate Parent’s [ — ] Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail, certified by the [chief financial officer] [vice president and controller] of Ultimate Parent as fairly presenting the financial condition, results of operations and cash flows of Intermediate Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.]

C-1

IN WITNESS WHEREOF, the undersigned, in his/her capacity as a Responsible Officer of Intermediate Parent, has executed this certificate for and on behalf of Intermediate Parent and has caused this certificate to be delivered this day of .


WARNER CHILCOTT LIMITED

By:
		Name:
		Title:

C-2

[ANNEX A] ¹

[Information Relating to Default]

¹	Annex A to be attached only if required pursuant to paragraph 3.

C-3

Exhibit D

to the Cash Bridge Credit and Guaranty Agreement

[FORM OF]

LOAN NOTICE

Date: ,

To:

Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Actavis Cash Bridge Credit and Guaranty Agreement, dated as of June 30, 2014 (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 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 (the “ Borrower ”), Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership ( société en commandite simple ) organized under the laws of the Grand Duchy of Luxembourg, Warner Chilcott Limited, a Bermuda company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent for the Lenders (the “ Credit Agreement ”).

The Borrower hereby requests (select one):

¨ A Borrowing of Committed Loans

¨ A conversion or continuation of Committed Loans

On (a Business Day).

In the amount of .

Comprised of .

[Type of Committed Loan requested]

In the following currency: .

[5.

For Eurocurrency Rate Loans: with an Interest Period of months/days].

[The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Credit Agreement.] ¹

¹	To be included only in connection with a new Borrowing.

D-1


ACTAVIS CAPITAL S.À R.L.

By:
		Name:
		Title:

D-2

Exhibit E

to the Cash Bridge Credit and Guaranty Agreement

[FORM OF]

NOTE

, 20

FOR VALUE RECEIVED, the undersigned (the “ Borrower ”) hereby promises to pay to or registered assigns (the “ Lender ”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Actavis Cash Bridge Credit and Guaranty Agreement, dated as of June 30, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”; terms defined therein being used herein as therein defined), 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 (the “ Borrower ”), Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership ( société en commandite simple ) organized under the laws of the Grand Duchy of Luxembourg, Warner Chilcott Limited, a Bermuda company, the lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

The Borrower promises to pay interest on the unpaid principal amount of each Loan made by the Lender from the date such Loan is made until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in the currency in which such Committed Loan was denominated and in Same Day Funds at the Administrative Agent’s Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

E-1


ACTAVIS CAPITAL S.À R.L.

By:
		Name:
		Title:

E-2

LOANS AND PAYMENTS WITH RESPECT THERETO

Date

Type of
Loan
Made

Currency
and
Amount of
Loan
Made

End of
Interest
Period

Amount of
Principal
or Interest
Paid This
Date

Outstanding
Principal
Balance
This Date

Notation
Made By

E-3

Exhibit F

to the Cash Bridge Credit and Guaranty Agreement

[FORM OF]

SUBSIDIARY GUARANTOR COUNTERPART AGREEMENT

To:

Bank of America, N.A., as Administrative Agent

Re:

Actavis Cash Bridge Credit and Guaranty Agreement, dated as of June 30, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), 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 (the “ Borrower ”), Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership ( société en commandite simple ) organized under the laws of the Grand Duchy of Luxembourg, Warner Chilcott Limited, a Bermuda company, the lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Section 1. Pursuant to Section 6.12 of the Credit Agreement, the undersigned hereby:

(b) makes each of the representations and warranties set forth in Sections 5.01, 5.02, 5.03 and 5.04 of the Credit Agreement to the same extent as each other Material Subsidiary.

F-1

Section 3. Governing Law; Jurisdiction; Etc.

(a) Governing Law . THIS SUBSIDIARY GUARANTOR COUNTERPART AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

F-2

[ Signature Page Follows ]

F-3

Executed this day of , 20 .


[NAME OF ADDITIONAL GUARANTOR]

By:
		Name:
		Title:


Address for notices:




		Attention:
		Facsimile:

with a copy to:




		Attention:
		Facsimile:

F-4

Exhibit G

to the Cash Bridge Credit and Guaranty Agreement

[FORM OF]

RESPONSIBLE OFFICER’S CERTIFICATE

[INSERT NAME OF LOAN PARTY]

[ ], 2014

This certificate is furnished pursuant to that certain Actavis Cash Bridge Credit and Guaranty Agreement, dated as of the date first written above, 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, Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership ( société en commandite simple ) organized under the laws of the Grand Duchy of Luxembourg, Warner Chilcott Limited, a Bermuda company (“Intermediate Parent”), the lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent (the “ Credit Agreement ”).

Attached hereto as Exhibit B is a true and correct copy of the [ insert appropriate governing document ] of the Company as in effect on the date hereof;

Attached hereto as Exhibit D is a true and correct copy of a [certificate of good standing] for the Company, dated as of [ ], 201[ ], from the [ insert appropriate governmental official ];

[I have reviewed the terms of Sections 4.02(b) , (c) and (d) of the Credit Agreement and the definitions and provisions contained in the Credit Agreement relating thereto and, in my opinion, have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to

G-1

express an informed opinion as to the matters referred to therein. Based upon my review and examination described in the preceding sentence, the conditions specified in Sections 4.02(b) , (c) and (d) of the Credit Agreement have been satisfied on and as of the date hereof;] ¹ and

[ Remainder of page intentionally left blank ]

¹	Use the bracketed language here only for Warner Chilcott Limited.

G-2


N AME	T ITLE	S IGNATURE

[insert name]	[insert title]

[insert name]	[insert title]

[insert name]	[insert title]

[ Remainder of page intentionally left blank ]

G-3

IN WITNESS WHEREOF , I have fully executed this Certificate and caused it to be delivered as of the date first written above.


By:
		Name:
		Title:

IN WITNESS WHEREOF , I have hereunto set my hand as of the date first set forth above.


By:
		Name:
		Title:

G-4

Exhibit A

[Articles of Incorporation]

G-5

Exhibit B

[Bylaws]

G-6

Exhibit C

[Resolutions]

G-7

Exhibit D

[Certificate of Good Standing]

G-8

Exhibit H

to the Cash Bridge Credit and Guaranty Agreement

[RESERVED]

H-1

Exhibit I

to Cash Bridge Credit and Guaranty Agreement

[FORM OF]

SOLVENCY CERTIFICATE

[ ], 2014

The undersigned, [ insert name of Responsible Officer ] the [ insert title of Responsible Officer ] of Warner Chilcott Limited, a Bermuda company (“ Intermediate Parent ”), is familiar with the properties, businesses, assets and liabilities of Intermediate Parent and is duly authorized to execute this certificate (this “ Solvency Certificate ”) on behalf of Intermediate Parent.

This Solvency Certificate is delivered pursuant to Section 4.02(a)(iv) of the Actavis Cash Bridge Credit and Guaranty Agreement, dated as of June 30, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”; the terms defined therein being used herein as therein defined), 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 (the “ Borrower ”), Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership ( société en commandite simple ) organized under the laws of the Grand Duchy of Luxembourg, Intermediate Parent, each lender from time to time party thereto (collectively, the “ Lenders ”) and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”).

1. I, [ ], hereby certify that I am the [ ] of Intermediate Parent and I am knowledgeable of the financial and accounting matters of Intermediate Parent and its Subsidiaries, the Credit Agreement and the covenants and representations (financial or otherwise) contained therein and, as such, I am authorized to execute and deliver this Solvency Certificate on behalf of Intermediate Parent.

2. The undersigned certifies, on behalf of the Intermediate Parent and not in his individual capacity, that he has made such investigation and inquiries as to the financial condition of Intermediate Parent and its Subsidiaries (on a consolidated basis, after giving effect to the Transactions) as the undersigned deems necessary and prudent for the purposes of providing this Solvency Certificate. The undersigned acknowledges that the Administrative Agent and the Lenders are relying on the truth and accuracy of this Solvency Certificate in connection with the making of Loans under the Credit Agreement.

3. The undersigned certifies, on behalf of the Intermediate Parent and not in his individual capacity, that (a) the financial information, projections and assumptions which underlie and form the basis for the representations made in this Solvency Certificate (the “ Projections ”) were made in good faith and were based on assumptions reasonably believed by Intermediate Parent to be fair in light of the circumstances existing at the time made; and (b) for purposes of providing this Solvency Certificate, the amount of contingent liabilities has been computed as the amount that, in the light of all the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability.

I-1

BASED ON THE FOREGOING, the undersigned certifies, on behalf of Intermediate Parent and not in his individual capacity, that, on the date hereof, before and after giving effect to the Transactions (and the Loans made or to be made and other obligations incurred or to be incurred on the Closing Date):

(i) the fair value of the property of Intermediate Parent (including, for the avoidance of doubt, property consisting of the residual equity value of Intermediate Parent’s Subsidiaries) is greater than the total amount of liabilities, including contingent liabilities, of Intermediate Parent;

(ii) the present fair salable value of the assets of Intermediate Parent (including, for the avoidance of doubt, property consisting of the residual equity value of Intermediate Parent’s Subsidiaries) is greater than the amount that will be required to pay the probable liability of Intermediate Parent on the sum of its debts and other liabilities, including contingent liabilities;

(iii) Intermediate Parent and its Subsidiaries (on a consolidated basis, after giving effect to the Transactions) has not, does not intend to, and does not believe (nor should it reasonably believe) that it will, incur debts or liabilities beyond Intermediate Parent’s ability to pay such debts and liabilities as they become due (whether at maturity or otherwise);

(iv) Intermediate Parent and its Subsidiaries (on a consolidated basis, after giving effect to the Transactions) does not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses are now conducted (and reflected in the Projections) and are proposed to be conducted following the Closing Date;

(v) Intermediate Parent and its Subsidiaries (on a consolidated basis, after giving effect to the Transactions) is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business; and

(vi) Intermediate Parent and its Subsidiaries (on a consolidated basis, after giving effect to the Transactions) is “solvent” within the meaning given to that term and similar terms under the Bankruptcy Code of the United States and applicable Laws relating to fraudulent transfers and conveyances.

I-2

IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate as of the first date written above, solely in his capacity as [ ] of Intermediate Parent and not in his individual capacity.


By:
		Name:
		Title:

I-3

Exhibit J-1

to Cash Bridge Credit and Guaranty Agreement

FORM OF OPINION OF LATHAM & WATKINS LLP

[Attached]

J-1-1

Exhibit J-2

to the Cash Bridge Credit and Guaranty Agreement

FORM OF OPINION OF GREENBERG TRAURIG LLP

[Attached]

J-2-1

Exhibit J-3

to the Cash Bridge Credit and Guaranty Agreement

FORM OF OPINION OF LOYENS & LOEFF

[Attached]

J-3-1

Exhibit J-4

to the Cash Bridge Credit and Guaranty Agreement

FORM OF OPINION OF CONYERS DILL & PEARMAN

[Attached]

J-4-1

Exhibit K-1

to the Cash Bridge Credit and Guaranty Agreement

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES)

Reference is made to the Actavis Cash Bridge Credit and Guaranty Agreement, dated as of June 30, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”; the terms defined therein being used herein as therein defined), 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 (the “ Borrower ”), Actavis, Inc., a Nevada corporation, Actavis Funding SCS, a limited partnership ( société en commandite simple ) organized under the laws of the Grand Duchy of Luxembourg, Warner Chilcott Limited, a Bermuda company, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent for the Lenders.

Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loans (as well as any Notes evidencing such Loans) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower or Ultimate Parent within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower or Ultimate Parent as described in Section 881(c)(3)(C) of the Code.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF LENDER] ,

By:
		Name:
		Title:

K-1-1

Exhibit K-2

to the Cash Bridge Credit and Guaranty Agreement

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES)

Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower or Ultimate Parent within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower or Ultimate Parent as described in Section 881(c)(3)(C) of the Code.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF PARTICIPANT] ,

By:
		Name:
		Title:

K-2-1

Exhibit K-3

to the Cash Bridge Credit and Guaranty Agreement

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES)

Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower or Ultimate Parent within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower or Ultimate Parent as described in Section 881(c)(3)(C) of the Code.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF PARTICIPANT] ,

By:
		Name:
		Title:

K-3-1

Exhibit K-4

to the Cash Bridge Credit and Guaranty Agreement

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES)

Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower or Ultimate Parent within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower or Ultimate Parent as described in Section 881(c)(3)(C) of the Code.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


		[NAME OF LENDER] ,

By:
		Name:
Title:		exhibit k

K-4-1

Exhibit 10.4

DEED OF INDEMNIFICATION

This Deed of Indemnification, dated as of , 2014, is made by and between Actavis plc, an Irish public limited company (the “Company”), and (“Indemnitee”).

WHEREAS, the Company desires to ensure that the Company benefits from the services of highly qualified, experienced and otherwise competent persons such as Indemnitee;

WHEREAS, the Company previously requested that Indemnitee serve the Company as a director of the Company, and, if requested to do so by the Company, as a director, officer, trustee, employee, representative or agent of another corporation, joint venture, trust or other enterprise, in each case whether organized under the laws of Ireland, any foreign nation or any political subdivision thereof; and

WHEREAS, Indemnitee desires to be indemnified by the Company and has agreed to become a director of the Company in reliance upon the Company’s promise to provide indemnification on the basis (i) herein set forth and (ii) set forth in an indemnification agreement between Actavis W.C. Holding Inc. and Indemnitee.

NOW, THEREFORE, in consideration of the foregoing promises and the mutual covenants herein contained, the parties hereto agree as follows:

Section 1. Generally .

(a) In consideration of Indemnitee agreeing to act and continue to act as director of the Company, in addition to and without prejudice to any other right of indemnity in favour of Indemnitee from time to time, the Company hereby irrevocably and unconditionally agrees and undertakes with Indemnitee subject to Section 200 of the Companies Act 1963 upon first demand to indemnify and keep Indemnitee (and any alternate director appointed by such Indemnitee to act on his behalf together with their respective estates) indemnified and held harmless from and against, and to assume all liability for, any and all proceedings (including, without limitation, claims, demands and actions), liability, damage, loss, charge, detriment, cost, Expenses, judgments or fines suffered, incurred or sustained by Indemnitee (or any such alternate director or their respective estates) arising directly or indirectly out of or in connection with his acting as a director or alternate director (as the case may be) of the Company otherwise than by reason of the dishonesty, fraud, breach of fiduciary duty, negligence or wilful misconduct of Indemnitee or such alternate director (as the case may be). For the avoidance of doubt, the foregoing indemnity shall extend to any liability incurred by Indemnitee in defending proceedings, whether civil or criminal, in which judgement is given in his favour in which he is acquitted, in connection with any application under Section 391 of the Companies Act 1963 or Section 42 of the Companies (Amendment) Act 1983 in which relief is granted to him by the court.

(b) The indemnification provided by this Section 1 shall be from and against Expenses, judgments and fines actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such proceeding and any appeal therefrom, but shall only be provided if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company.

(c) The rights of Indemnitee hereunder shall be in addition to any rights Indemnitee may now or hereafter have to indemnification by the Company or otherwise.

Section 2. Successful Defense; Partial Indemnification .

(a) To the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred in connection therewith.

(b) If Indemnitee is entitled under any provision of this Deed to indemnification by the Company for some or a portion of the Expenses, judgments and fines actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any proceeding or investigation, or in defense of any claim, issue or matter therein, and any appeal therefrom but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments and fines.

Section 3. Determination That Indemnification Is Proper . Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) of this Deed. Any such determination shall be made (i) by a majority vote of the directors who are not parties to the proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by independent legal counsel, or (iv) by a court of competent jurisdiction.

Section 4. Notification and Defense of Claim .

(a) Promptly after receipt by Indemnitee of notice of the commencement of any proceeding, Indemnitee shall notify the Company of the commencement thereof. The failure to promptly notify the Company of the commencement of the proceeding, or Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is prejudiced in its defense of such proceeding as a result of such failure.

(b) If any action, proceeding, claim or demand shall be brought or asserted against Indemnitee or any alternate director appointed by him to act on his behalf in respect of which indemnity may be sought against the Company, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Deed for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (ii) counsel to the Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Company and Indemnitee in the conduct of any such defense or (iii) the Company shall not, in

fact, have employed counsel to assume the defense of such proceeding, then the Expenses of Indemnitee’s counsel shall be at the expense of the Company, except as otherwise expressly provided by this Deed. Notwithstanding the foregoing, in the case of clause (iii) of the preceding sentence, Indemnitee acknowledges that, in connection with any one such proceeding involving at least one other party to whom the Company owes obligations identical or similar to those owed to Indemnitee under this Deed, or separate but substantially similar proceedings arising out of the same general allegations and involving at least one other party to whom the Company owes obligations identical or similar to those owed to Indemnitee under this Deed, the Company will not be liable for the Expenses of more than one separate firm of attorneys (in addition to any local counsel necessary for the representation). The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Company or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

Section 5. Warranty .

The Company warrants by its execution hereof that it has power to enter into and has duly authorised the execution and delivery of this Indemnity and that its obligations hereunder constitute legal, valid and binding obligations enforceable against the Company in accordance with its terms.

Section 6. Procedure for Indemnification .

(a) To obtain indemnification, Indemnitee shall promptly submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors of the Company in writing that Indemnitee has requested indemnification.

(b) The Company’s determination whether to grant Indemnitee’s indemnification request shall be made promptly, and in any event within sixty (60) days following receipt of a request for indemnification pursuant to Section 6(a) . The right to indemnification as granted by Section 1 of this Deed shall be enforceable by Indemnitee in any court of competent jurisdiction if the Company denies such request, in whole or in part, or fails to respond within such 60-day period. It shall be a defense to any such action that Indemnitee has not met the standard of conduct set forth in Section 1 hereof, but the burden of proving such defense by clear and convincing evidence shall be on the Company. Neither the failure of the Company (including its Board of Directors or one of its committees, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth in Section 1 , nor the fact that there has been an actual determination by the Company (including its Board of Directors or one of its committees, its independent legal counsel, and its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(c) Subject to the limitations set forth in Section 8 , Indemnitee shall be presumed to be entitled to indemnification under this Deed upon submission of a request for

indemnification pursuant to this Section 6 , and the Company shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Company overcomes such presumption by clear and convincing evidence.

Section 7. Insurance and Subrogation .

(a) The Company may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Company as a director or officer of the Company against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Deed. If the Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of a proceeding, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy.

(b) In the event of any payment by the Company under this Deed, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.

(c) The Company shall not be liable under this Deed to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines and excise taxes or penalties if and to the extent that Indemnitee has otherwise actually received such payment under this Deed or any insurance policy, contract, agreement or otherwise.

Section 8. Limitation on Indemnification . Notwithstanding any other provision herein to the contrary, the Company shall not be obligated pursuant to this Deed:

(a) Claims Initiated by Indemnitee . To indemnify to Indemnitee with respect to a proceeding (or part thereof) initiated by Indemnitee.

(b) Action for Indemnification . To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Deed.

(c) Section 16 Violations . To indemnify Indemnitee on account of any proceeding with respect to which final judgment is rendered against Indemnitee for payment or an accounting of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

(d) Non-compete and Non-disclosure . To indemnify Indemnitee in connection with proceedings involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements Indemnitee may be a party to with the Company.

(e) Additional Limitations . To indemnify Indemnitee in circumstances where Indemnitee is a defendant or a respondent in a proceeding and (i) Indemnitee is not acquitted or judgment is not given in Indemnitee’s favour and (ii) the court does not grant relief to Indemnitee in connection with any application under Section 391 or Section 42 of the Companies Act.

Section 9. Savings Clause . If any provision or provisions of this Deed shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee as to Expenses, judgments and fines with respect to any proceeding, including an action by or in the right of the Company, to the full extent permitted by any applicable portion of this Deed that shall not have been invalidated and to the full extent permitted by applicable law.

Section 10. Certain Definitions . For purposes of this Deed, the following definitions shall apply:

(a) The term “Expenses” shall include all reasonable attorneys’ fees (applying the Company’s billing guidelines, if any, and otherwise consistent with the Company’s past practice for payment of legal fees for outside counsel), retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Deed, excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Deed, by litigation or otherwise, in accordance with Section 16 . Expenses, however, shall not include the amount of judgments or fines against Indemnitee.

(b) The term “Company” shall include, without limitation and in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors and officers, so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer shall stand in the same position under the provisions of this Deed with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

(a) A person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Deed.

Section 11. Form and Delivery of Communications . Any notice, request or other communication required or permitted to be given to the parties under this Deed shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, return receipt requested, postage prepaid, to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice):

If to the Company:

Actavis plc

Morris Corporate Center III, 400 Interpace Parkway

Parsippany, NJ 07054

Attn: Chief Legal Officer – Global and Secretary

Facsimile:

If to Indemnitee:

c/o Actavis plc

Morris Corporate Center III, 400 Interpace Parkway

Parsippany, NJ 07054

Attn: Chief Legal Officer – Global and Secretary

Section 12. Subsequent Legislation . If the Companies Act 1963 is amended after adoption of this Deed to expand further the indemnification permitted to directors or officers, then the Company shall indemnify Indemnitee to the fullest extent permitted by the Companies Act 1963, as so amended.

Section 13. Effective Date and Release.

This Indemnity shall be effective and shall remain in full force and effect until Indemnitee confirms in writing to the Company that it is released from its obligations hereunder. The resignation of Indemnitee shall not terminate or otherwise prejudice his continuing rights hereunder.

Section 14. Nonexclusivity; No Duplication of Payments .

(a) The provisions for indemnification set forth in this Deed shall not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, the Company’s Memorandum and Articles of Association (as may be amended from time to time), in any court in which a proceeding is brought, the vote of the Company’s stockholders or disinterested directors, other agreements or otherwise, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as director or officer of the Company and shall inure to the benefit of the heirs, executors and administrators of Indemnitee. However, no amendment or alteration of the Company’s Memorandum or Articles of Association or any other agreement shall adversely affect the rights provided to Indemnitee under this Deed.

(b) The Company shall not be liable under this Deed to make any payment to Indemnitee in respect of any expenses, judgments and fines or any other amounts paid to or incurred by Indemnitee to the extent Indemnitee has otherwise received payment, including, without limitation, under any insurance policy, the Company’s Memorandum or Articles of

Association, the organizational documents of any of the Company’s subsidiaries or any agreement between Indemnitee and any of the Company’s subsidiaries (each, an “ Alternative Source ”), for such expenses, judgments and fines or amounts that are otherwise indemnifiable by the Company hereunder. In the event that Indemnitee receives from the Company and an Alternative Source a duplicate payment in respect of the same expenses, judgments and fines or any other amounts incurred by Indemnitee, Indemnitee shall promptly reimburse the Company in the amount of such duplicate payment.

Section 15. Enforcement . The Company shall be precluded from asserting in any judicial proceeding that the procedures and presumptions of this Deed are not valid, binding and enforceable. The Company agrees that its execution of this Deed shall constitute a stipulation by which it shall be irrevocably bound in any court of competent jurisdiction in which a proceeding by Indemnitee for enforcement of his rights hereunder shall have been commenced, continued or appealed, that its obligations set forth in this Deed are unique and special, and that failure of the Company to comply with the provisions of this Deed will cause irreparable and irremediable injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity with respect to breach of this Deed, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Company of its obligations under this Deed.

Section 16. Interpretation .

(a) It is understood that the parties hereto intend this Deed to be interpreted and enforced so as to provide indemnification to Indemnitee to the fullest extent now or hereafter permitted by law.

(b) In this Deed any reference to any statute shall be construed as a reference to that statute as extended, modified, replaced or re-enacted from time to time (whether before or after the date hereof) and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom (whether before or after the date hereof).

Section 18. Entire Agreement . This Deed and the documents expressly referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are expressly superseded by this Deed.

Section 19. Modification and Waiver . No supplement, modification or amendment of this Deed shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Deed shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 20. Successor and Assigns . All of the terms and provisions of this Deed shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement in form and substance reasonably satisfactory to Indemnitee, expressly to assume and agree to perform this Deed in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 21. Service of Process and Venue . For purposes of any claims or proceedings to enforce this Deed, the Company consents to the jurisdiction and venue of any court of competent jurisdiction in Ireland, and waives and agrees not to raise any defense that any such court is an inconvenient forum or any similar claim.

Section 22. Supersedes Prior Agreement . This Deed supersedes any prior deed of indemnification or indemnification agreement between Indemnitee and the Company or its predecessors; provided, however, for the avoidance of doubt, that this Deed does not supersede or otherwise affect Indemnitee’s rights under any indemnification agreement between Indemnitee and Actavis W.C. Holding Inc., a Delaware corporation and wholly-owned subsidiary of the Company.

Section 23. Governing Law . This Deed shall be governed exclusively by and construed according to the laws of Ireland, as applied to contracts between Irish residents entered into and to be performed entirely within Ireland. If a court of competent jurisdiction shall make a final determination that the provisions of the law of any jurisdiction other than Ireland govern indemnification by the Company of its officers and directors, then the indemnification provided under this Deed shall in all instances be enforceable to the fullest extent permitted under such law, notwithstanding any provision of this Deed to the contrary.

Section 25. Employment Rights . Nothing in this Deed is intended to create in Indemnitee any right to employment or continued employment.

Section 26. Counterparts . This Deed may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories to the original or same counterpart.

Section 27. Headings . The section and subsection headings contained in this Deed are for reference purposes only and shall not affect in any way the meaning or interpretation of this Deed.

IN WITNESS WHEREOF, this Deed has been duly executed and delivered to be effective as of the date first above written.


GIVEN UNDER THE COMMON SEAL OF ACTAVIS PLC

By:
	Name:	David A. Buchen
	Title:	Executive Vice President Commercial, North American Generics and International

[Signature Page to Actavis plc Director Indemnification Agreement]


INDEMNITEE:

By:
	Name:
	Title:	Director

[Signature Page to Actavis plc Director Indemnification Agreement]

Exhibit 10.5

INDEMNIFICATION AGREEMENT

This Indemnification Agreement, dated as of , 2014, is made by and between Actavis W.C. Holding Inc., a Delaware corporation (the “Company”), and ( “Indemnitee”).

WHEREAS, Actavis plc (“Holdco”), a public limited company incorporated under the laws of Ireland, is the Company’s ultimate parent company;

WHEREAS, the Company desires to ensure that Holdco benefits from the services of highly qualified, experienced and otherwise competent persons such as Indemnitee;

WHEREAS, the Company and Indemnitee are aware of provisions under Irish law that limit the level of indemnification available to a director of Holdco;

WHEREAS, the Company previously requested that Indemnitee serve Holdco as a director of Holdco, and, if requested to do so by the Company, as a director, officer, trustee, employee, representative or agent of another corporation, joint venture, trust or other enterprise, in each case whether organized under the laws of the United States, any state thereof, any foreign nation or any political subdivision thereof; and

WHEREAS, Indemnitee desires to be indemnified by the Company and has agreed to become a director of Holdco in reliance upon the Company’s promise to provide indemnification on the basis (i) herein set forth and (ii) set forth in an indemnification agreement between Holdco and Indemnitee.

NOW, THEREFORE, in consideration of the foregoing promises and the mutual covenants herein contained, the parties hereto agree as follows:

Section 1. Generally .

To the fullest extent permitted by the laws of the State of Delaware:

(a) The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that Indemnitee is or was or has agreed to serve at the request of Holdco as a director, officer, employee or agent of Holdco, or while serving as a director or officer of Holdco, is or was serving or has agreed to serve at the request of Holdco as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, partner or manager or similar capacity) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity. For the avoidance of doubt, the foregoing indemnification obligation includes, without limitation, claims for monetary damages against Indemnitee in respect of an alleged breach of fiduciary duties, to the fullest extent permitted under Section 102(b)(7) of the General Corporation Law of Delaware (the “DGCL”).

(b) The indemnification provided by this Section 1 shall be from and against Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding and any appeal therefrom, but shall only be provided if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of Holdco, and, with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

(c) Notwithstanding the foregoing provisions of this Section 1 , in the case of any Proceeding brought by or in the right of Holdco to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or agent of Holdco, or while serving as a director or officer of Holdco, is or was serving or has agreed to serve at the request of Holdco as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to Holdco unless, and only to the extent that, the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Delaware Court of Chancery or such other court shall deem proper.

(d) The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of Holdco, and, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(e) The rights of Indemnitee hereunder shall be in addition to any rights Indemnitee may now or hereafter have to indemnification by the Company, Holdco or otherwise.

Section 2. Successful Defense; Partial Indemnification . To the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 1 of this Agreement or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred in connection therewith. For purposes of this Agreement and without limiting the foregoing, if any Proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to Holdco or a plea of guilty or nolo contendere by Indemnitee, (iii) an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of Holdco, and (iv) with respect to any criminal Proceeding, an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful, Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding or investigation, or in defense of any claim, issue or matter therein, and any appeal therefrom but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fines or amounts paid in settlement to which Indemnitee is entitled.

Section 3. Determination That Indemnification Is Proper . Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company unless a

determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) of this Agreement. Any such determination shall be made (i) by a majority vote of the directors who are not parties to the Proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by independent legal counsel, or (iv) by a court of competent jurisdiction.

Section 4. Advance Payment of Expenses; Notification and Defense of Claim .

(a) Expenses incurred by Indemnitee in defending a Proceeding, or in connection with an enforcement action pursuant to Section 5(b) , shall be paid by the Company in advance of the final disposition of such Proceeding within thirty (30) days after receipt by the Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free.

(b) Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim thereof is to be made against the Company hereunder, notify the Company of the commencement thereof. The failure to promptly notify the Company of the commencement of the Proceeding, or Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is prejudiced in its defense of such Proceeding as a result of such failure.

(c) In the event the Company shall be obligated to pay the Expenses of Indemnitee with respect to a Proceeding, as provided in this Agreement, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (ii) counsel to the Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Company and Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the Expenses of Indemnitee’s counsel shall be at the expense of the Company, except as otherwise expressly provided by this Agreement. Notwithstanding the foregoing, in the case of clause (iii) of the preceding sentence, Indemnitee acknowledges that, in connection with any one such Proceeding involving at least one other party to whom the Company owes obligations identical or similar to those owed to Indemnitee under this Agreement, or separate but substantially similar Proceedings arising out of the same general allegations and involving at least one other party to whom the Company owes obligations identical or similar to those owed to Indemnitee

under this Agreement, the Company will not be liable for the Expenses of more than one separate firm of attorneys (in addition to any local counsel necessary for the representation). The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Company or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

(d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to Holdco, the Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of Holdco or the Company, a witness or otherwise participates in any Proceeding at a time when Indemnitee is not a party in the Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Section 5. Procedure for Indemnification .

(b) The Company’s determination whether to grant Indemnitee’s indemnification request shall be made promptly, and in any event within sixty (60) days following receipt of a request for indemnification pursuant to Section 5(a) . The right to indemnification as granted by Section 1 of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the Company denies such request, in whole or in part, or fails to respond within such 60-day period. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and Expenses under Section 4 of this Agreement where the required undertaking, if any, has been received by the Company) that Indemnitee has not met the standard of conduct set forth in Section 1 hereof, but the burden of proving such defense by clear and convincing evidence shall be on the Company. Neither the failure of the Company (including its Board of Directors or one of its committees, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth in Section 1 , nor the fact that there has been an actual determination by the Company (including its Board of Directors or one of its committees, its independent legal counsel, and its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct. The Indemnitee’s Expenses incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Company.

(c) Subject to the limitations set forth in Section 7 , the Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 5 , and the Company shall have the burden of proof

in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Company overcomes such presumption by clear and convincing evidence.

Section 6. Insurance and Subrogation .

(a) The Company may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Company or Holdco as a director or officer of the Company or Holdco, or is or was serving at the request of Holdco as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of a proceeding, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy.

(b) In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.

(c) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Section 7. Limitation on Indemnification . Notwithstanding any other provision herein to the contrary, the Company shall not be obligated pursuant to this Agreement:

(a) Claims Initiated by Indemnitee . To indemnify or advance Expenses to Indemnitee with respect to a Proceeding (or part thereof) initiated by Indemnitee without the consent or authorization of the Board of Directors of the Company or Holdco, except with respect to a Proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 7(b) of this Agreement).

(b) Action for Indemnification . To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, unless Indemnitee is successful in establishing Indemnitee’s right to indemnification in such Proceeding, in whole or in part, or unless and to the extent that the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish their right to indemnification, Indemnitee is entitled to indemnity for such Expenses; provided, however, that

nothing in this Section 7(b) is intended to limit the Company’s obligation with respect to the advancement of Expenses to Indemnitee in connection with any such Proceeding instituted by Indemnitee to enforce or interpret this Agreement, as provided in Section 4 of this Agreement.

(c) Section 16 Violations . To indemnify Indemnitee on account of any Proceeding with respect to which final judgment is rendered against Indemnitee for payment or an accounting of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

(d) Non-compete and Non-disclosure . To indemnify Indemnitee in connection with Proceedings involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements the Indemnitee may be a party to with the Company, Holdco or any subsidiary of the Company or Holdco or any other applicable foreign or domestic corporation, partnership, joint venture, trust or other enterprise, if any.

(e) Additional Limitations . To indemnify Indemnitee with respect to (i) any claim or any part thereof as to which Indemnitee shall have been adjudged by a court of competent jurisdiction from which no appeal is or can be taken, by clear and convincing evidence, to have acted or failed to act with deliberate intent to cause injury to Holdco or with reckless disregard for the best interests of Holdco or (ii) any obligation of Indemnitee based upon or attributable to Indemnitee gaining in fact any personal gain, profit or advantage to which Indemnitee was not entitled.

Section 8. Certain Settlement Provisions . The Company shall have no obligation to indemnify Indemnitee under this Agreement for amounts paid in settlement of any Proceeding without the Company’s prior written consent, which shall not be unreasonably withheld. The Company shall not settle any Proceeding in any manner that would impose any fine or other obligation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

Section 9. Savings Clause . If any provision or provisions of this Agreement shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee as to Expenses, judgments, fines and amounts paid in settlement with respect to any Proceeding, including an action by or in the right of Holdco, to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated and to the full extent permitted by applicable law.

Section 10. Contribution . In order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held by a court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the Company shall, to the fullest extent permitted by law, contribute to the payment of Indemnitee’s Expenses, judgments, fines and amounts paid in settlement with respect to any Proceeding, in an amount that is just and equitable in the circumstances, taking into account, among other things, contributions by other directors and officers of the Company or Holdco or others pursuant to indemnification agreements or otherwise; provided, that, without limiting the generality of the foregoing, such contribution shall not be required where such holding by the court is due to (i) the failure of Indemnitee to meet the standard of conduct set forth in Section 1 of this Agreement, or (ii) any limitation on indemnification set forth in Section 6(c), 7 or 8 of this Agreement.

Section 11. Certain Definitions . For purposes of this Agreement, the following definitions shall apply:

(a) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or Holdco or otherwise and whether of a civil, criminal, administrative legislative, or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company or Holdco, by reason of any action taken by him or of any action on his part while acting as director or officer of the Company or Holdco, or by reason of the fact that he is or was serving at the request of Holdco as a director, officer, employee or agent of any other enterprises, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement. If the Company believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding, this situation shall be considered a Proceeding under this paragraph.

(b) The term “Expenses” shall include all reasonable attorneys’ fees (applying the Company’s billing guidelines, if any, and otherwise consistent with the Company’s past practice for payment of legal fees for outside counsel), retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, in accordance with Section 15 . Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(c) The term “judgments, fines and amounts paid in settlement” shall be broadly construed and shall include, without limitation, all direct and indirect payments of any type or nature whatsoever, including, without limitation, all penalties and amounts required to be forfeited or reimbursed to the Company or Holdco, as well as any penalties or excise taxes assessed on a person with respect to an employee benefit plan.

(d) The term “Company” shall include, without limitation and in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any

person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

(e) The term “other enterprises” shall include, without limitation, employee benefit plans.

(f) The term “serving at the request of Holdco” shall include, without limitation, any service as a director, officer, employee or agent of Holdco which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

(g) A person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of Holdco” as referred to in this Agreement.

Section 12. Form and Delivery of Communications . Any notice, request or other communication required or permitted to be given to the parties under this Agreement shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, return receipt requested, postage prepaid, to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice):

If to the Company:

Actavis W.C. Holding Inc.

Morris Corporate Center III, 400 Interpace Parkway

Parsippany, NJ 07054

Attn: Chief Legal Officer – Global and Secretary

Facsimile:

If to Indemnitee:

c/o Actavis plc

Morris Corporate Center III, 400 Interpace Parkway

Parsippany, NJ 07054

Attn: Chief Legal Officer - Global and Secretary

Section 13. Subsequent Legislation . If the DGCL is amended after adoption of this Agreement to expand further the indemnification permitted to directors or officers, then the Company shall indemnify Indemnitee to the fullest extent permitted by the DGCL, as so amended.

Section14. Nonexclusivity; No Duplication of Payments .

(a) The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may have

under any provision of law, the Company’s Certificate of Incorporation or Bylaws, in any court in which a proceeding is brought, the vote of the Company’s stockholders or disinterested directors, other agreements or otherwise, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors and administrators of Indemnitee. However, no amendment or alteration of the Company’s Certificate of Incorporation or Bylaws or any other agreement shall adversely affect the rights provided to Indemnitee under this Agreement.

(b) The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Expenses, judgments, fines and amounts paid in settlement or any other amounts paid to or incurred by Indemnitee to the extent Indemnitee has otherwise received payment, including, without limitation, under any insurance policy, the Company’s Certificate of Incorporation or Bylaws, Holdco’s Memorandum and Articles of Association (as each may be amended from time to time) or any agreement between Indemnitee and Holdco (each, an “ Alternative Source ”), for such Expenses, judgments, fines and amounts paid in settlement or amounts that are otherwise indemnifiable by the Company hereunder. In the event that Indemnitee receives from the Company and an Alternative Source a duplicate payment in respect of the same Expenses, judgments, fines, amounts paid in settlement or any other amounts incurred by Indemnitee, Indemnitee shall promptly reimburse the Company in the amount of such duplicate payment.

Section 15. Enforcement . The Company shall be precluded from asserting in any judicial proceeding that the procedures and presumptions of this Agreement are not valid, binding and enforceable. The Company agrees that its execution of this Agreement shall constitute a stipulation by which it shall be irrevocably bound in any court of competent jurisdiction in which a proceeding by Indemnitee for enforcement of his rights hereunder shall have been commenced, continued or appealed, that its obligations set forth in this Agreement are unique and special, and that failure of the Company to comply with the provisions of this Agreement will cause irreparable and irremediable injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity with respect to breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Company of its obligations under this Agreement.

Section 16. Interpretation of Agreement . It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to Indemnitee to the fullest extent now or hereafter permitted by law.

Section 17. Entire Agreement . This Agreement and the documents expressly referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are expressly superseded by this Agreement.

Section 18. Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 19. Successor and Assigns . All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement in form and substance reasonably satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 20. Service of Process and Venue . For purposes of any claims or proceedings to enforce this agreement, the Company consents to the jurisdiction and venue of any federal or state court of competent jurisdiction in the states of Delaware and New Jersey, and waives and agrees not to raise any defense that any such court is an inconvenient forum or any similar claim.

Section 21. Supersedes Prior Agreement . This Agreement supersedes any prior indemnification agreement between Indemnitee and the Company or its predecessors.

Section 22. Governing Law . This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware. If a court of competent jurisdiction shall make a final determination that the provisions of the law of any state other than Delaware govern indemnification by the Company of its officers and directors or the officers and directors of Holdco, then the indemnification provided under this Agreement shall in all instances be enforceable to the fullest extent permitted under such law, notwithstanding any provision of this Agreement to the contrary.

Section 23. Employment Rights . Nothing in this Agreement is intended to create in Indemnitee any right to employment or continued employment.

Section 24. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories to the original or same counterpart.

Section 25. Headings . The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

[Signature page follows.]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the date first above written.


ACTAVIS W.C. HOLDING INC.

By:
	Name:	David Buchen
	Title:	Executive Vice President Commercial, North American Generics and International

[Signature Page to Actavis W.C. Holding Inc. Director Indemnification Agreement]


INDEMNITEE:

By:
	Name:
	Title:	Director

[Signature Page to Actavis W.C. Holding Inc. Director Indemnification Agreement]

Exhibit 10.6

June 30, 2014

Paul M. Bisaro

c/o Actavis, Inc.

Morris Corporate Center III

400 Interpace Parkway

Parsippany, New Jersey 07054

Dear Mr. Bisaro:

Actavis, Inc., a Nevada corporation (the “ Company ”) and a wholly-owned subsidiary of Actavis plc, an Irish public limited company (“ Actavis plc ”), is delighted to offer you a new position of employment with the Company. If you accept this offer of a new position, you shall serve as Executive Chairman of the Actavis Group. You will not be an employee of Actavis plc and will at all times be an employee of the Company. During the Agreement Term (as defined below), you shall have all duties customary for the Executive Chairman of a publicly traded company in the United States of America of like size to Actavis plc. In connection with your appointment as Executive Chairman of the Actavis Group, you shall also be nominated for election to the Board of Directors of Actavis plc (the “ Board ”) during the Agreement Term, unless such nomination is contrary to applicable law. If you accept this offer, your start date at the new position shall be July 01, 2014 (the “ Effective Date ”) and this agreement (the “ Agreement ”) shall terminate on December 31, 2019 (the “ Agreement Term ”), unless earlier terminated or extended in writing. On or prior to the date on which Actavis plc holds its 2015 annual meeting of the stockholders of Actavis plc, the Board shall use its commercially reasonable best efforts to cause you to be nominated and elected to serve as a member of the Board. This Agreement serves as confirmation of our offer on the terms and subject to the conditions set forth below. You and the Company agree that your employment at your new position with the Company constitutes “at-will” employment and this employment relationship may be terminated at any time, upon written notice to the other party, for any reason, at the option of either you or the Company, as set forth in Section 3(a).

This Agreement supersedes the Amended and Restated Employment Agreement entered into by and between Watson Pharmaceuticals, Inc. and yourself on November 12, 2012 (the “Prior Agreement”), which shall no longer be effective by mutual consent of the Company and yourself. Notwithstanding the preceding sentence, any equity-based awards granted to you while the Prior Agreement was in effect shall continue to vest in accordance with their respective award agreements. The retention bonuses granted to you on November 7, 2013 shall also continue to vest pursuant to the terms contained in the retention bonus offer, and are unaffected by this Agreement.

The elements of your employment package are as follows:

Location . Your principal office will continue to be at the Company’s U.S. administrative headquarters, though you shall be expected to perform your duties at, and travel to, such other offices of the Company and its subsidiaries and controlled affiliates, and elsewhere, as required to fulfill your duties and obligations as Executive Chairman of the Actavis Group.

Compensation and Benefits .

(a)

Annual Base Salary . You shall receive an annual base salary of $750,000 (“ Base Salary ”), paid in accordance with the Company’s customary payroll practices. Starting with fiscal year 2015 and consistent with the Company’s regular practices for reviewing base salaries paid to other executive officers of the

Company, the Compensation Committee of the Board (the “ Compensation Committee ”) shall periodically review your Base Salary in light of competitive practices, the base salaries paid to other executive officers of the Company, and your performance, and may, in its discretion, increase the Base Salary by an amount it determines to be appropriate.

(b)

Annual Incentive Award . You shall be eligible to participate in Actavis plc’s Annual Cash Incentive Plan and any successor plan thereto throughout the Agreement Term and receive an annual cash incentive (an “ Annual Bonus ”) for each fiscal year of the Company during which you are employed, with a target Annual Bonus opportunity of 140% of your Base Salary (the “ Target Bonus ”), subject to adjustment of between 0% and 225% of your Target Bonus. The actual amount of your Annual Bonus, if any, shall be based upon the attainment or surpassing of corporate financial targets and broad strategic initiatives previously approved by the Compensation Committee, in consultation with you, no later than the first quarter of each fiscal year. The Annual Bonus shall be paid by no later than seventy-four (74) days following the end of the fiscal year in respect of which it is earned. The Target Bonus shall be pro-rated for partial years of employment. Such Annual Bonus shall be prorated for the portion of fiscal year 2014 during which you are employed by the Company and shall be based on the same financial metrics used to determine annual bonuses for other senior executives of the Company in respect of fiscal year 2014 and such other individual performance objectives as shall be established by the Compensation Committee for you.

(c)

Long-Term Incentive Awards .

(i)

As an inducement to commence employment with the Company, on the Effective Date, you shall be granted (i) options (the “ Options ”) to purchase ordinary shares of Actavis plc, par value $0.0001 per share (the “ Ordinary Shares ”), having an aggregate grant date value of $6,375,000 (determined based on the Black-Scholes valuation model assuming each of dividend yield, risk-free interest rate, and stock price volatility as measured on the date of grant, and as otherwise determined in a manner consistent with the methodology used by Actavis plc in its most recent financial statements), and (ii) a target award of performance-based restricted stock units in respect of Ordinary Shares (“ Performance RSUs ”) having an aggregate grant date value of $19,125,000, based the closing price of an Ordinary Share on the New York Stock Exchange on the date of grant. The Options and the Performance RSUs shall be subject to such terms and conditions as approved by the Compensation Committee, as well as the Amended and Restated 2013 Incentive Award Plan (as amended from time to time) and the related Notice of Grant and Signature Page for the Options and Performance RSUs.

(ii)

Notwithstanding anything to the contrary contained in the applicable award agreements, but subject to the terms and conditions of the Company’s Amended and Restated 2013 Incentive Award Plan, in the event you cease to serve as the Executive Chairman of the Actavis Group and instead become a non-employee member of the Board at any time during the three-year performance-vesting period applicable to the

Performance RSUs (a “Change in Status”), the Committee and you shall jointly determine in good faith whether the number of any or all of the following awards that continue to vest despite the Change in Status shall be reduced (but not increased) considering your contributions to the Actavis Group during such period: (a) the Performance RSUs and Options awarded to you pursuant to Section 2(c)(i) and (b) any unvested stock options and restricted stock units awarded to you in March 2014 pursuant to your employment agreement with the Company dated November 12, 2012.

(d)

Merger Success Award . You shall be eligible to receive a performance-based award under the Company’s Amended and Restated 2013 Incentive Award Plan (the “Merger Success Award”), with a target award of $10,500,000 (the “ Merger Success Target Award ”), up to a maximum of 200% of the Merger Success Target Award. The goals under the Merger Success Award will be established by the Compensation Committee and communicated to you in writing, and the payment of the Merger Success Award shall be in a form approved by the Compensation Committee, subject to the Amended and Restated 2013 Incentive Award Plan (as amended from time to time) and related Notice of Grant and Signature Page.

(e)

Vacation . You shall be entitled to five weeks of vacation annually, with any unused vacation time forfeited at the end of the calendar year in respect of which it was accrued.

(f)

Employee Benefits . During your employment with the Company, you shall be eligible for employee benefits and perquisites, including medical and dental coverage, life insurance and disability insurance, provided to other senior executives of the Company generally from time to time.

(g)

of any Company or other private aircraft paid by the Company in your W-2 (or similar annual reporting form) filed with the Internal Revenue Service and applicable state and local taxing authorities and in accordance with the provisions of the Treasury Regulations promulgated under the Internal Revenue Code of 1986, as amended, or any successor thereto, as may be in effect from time to time (the “ Code ”). The Company shall comply with all applicable laws and regulations of the Securities and Exchange Commission, Federal Aviation Administration, Internal Revenue Service and other agencies and offices with respect to the calculation and reporting of the value of any personal aircraft use by you, and shall provide your accountants with a reasonable opportunity to review and comment on such calculation methods. Within forty five (45) days after the end of each calendar quarter during the Agreement Term, the Company shall provide you with a report showing its calculation of the value of any personal travel by you and your immediate family during the preceding quarter.

(h)

D&O Coverage . The Company shall provide you with officers liability insurance consistent with such insurance provided to other executive officers of the Company. Provided you are elected to serve as a member of the Board, the Company shall also provide you with directors liability insurance consistent with such insurance provided to other members of the Board.

(i)

Expenses .

(i)

You shall be reimbursed for all customary business expenses incurred by you in the course of performing the duties of your position in accordance with the Company’s policies, as in effect from time to time.

(ii)

The Company will reimburse you for reasonable costs incurred in traveling from your current residence to the Company’s corporate headquarters in the event the Company headquarters relocate outside of a seventy-five (75) mile radius of the city limits of Parsippany, New Jersey, including, if necessary, airfare and rental expenses of an executive apartment. If, at any time during the Agreement Term, you shall be required by the Company to relocate from your current residence, you shall be reimbursed for reasonable expenses incurred in connection with such relocation pursuant to the Company’s then existing relocation policy applicable to other senior executives of the Company. If no such policy shall then exist, the parties hereto shall negotiate in good faith a reasonable relocation package for you.

Termination of Employment .

(a)

Termination . The Company may terminate your employment at any time upon no less than thirty (30) days prior written notice to you. You may resign your employment at any time upon at least thirty (30) days’ prior written notice to the Company, unless such termination is for Good Reason (as defined below), in which case you may resign upon written notice to the Company, subject to any applicable Cure Period (as defined below). Your employment with the Company shall automatically terminate upon your death or Disability (as defined below). Upon your termination of employment for any reason, you shall resign from all positions with the Company and its affiliates (other than any positions on the board of directors of the Company, Actavis plc and their affiliates) unless otherwise requested by the Company.

(b)

Severance Benefits for the Period Commencing on the Effective Date through the End of the Agreement Term . If (i) the Company terminates your employment without Cause (as defined below) or (ii) you resign your employment with the Company for Good Reason (together, a “ Qualifying Termination ”) at any time during the period commencing on the Effective Date through the end of the Agreement Term, then, subject to (i) your execution, delivery, and non-revocation of a general release of claims in favor of the Company and its affiliates in a form prepared by the Company (the “ Release ”) within sixty (60) days following the effective date of your termination of employment (the “ Termination Date ”), and (ii) your continued compliance with the covenants set forth in this Agreement, (A) you shall be entitled to receive an amount equal to two times the sum of (I) your then-current Base Salary and (II) your Target Bonus, payable in a lump sum in cash within ten (10) days commencing on the date that is sixty (60) days after the Termination Date and (B) the Company shall continue health care coverage (medical and dental) for you and any of your eligible dependents for the twenty-four (24) month period following your Termination Date, or until you become eligible for health care coverage from another employer, whichever is earlier, with such coverage to be on the same terms and conditions and at the same cost as for active senior executive officers of the Company, provided that the cost thereof borne by the Company will be reported to the applicable tax authorities as taxable income to you to the extent necessary to avoid tax penalties to either you or the Company.

(c)

Severance Benefits for the Period Commencing on the Effective Date through the End of the Agreement Term in Connection with a Change of Control . If you experience a Qualifying Termination (i) at any time during the period commencing on the Effective Date through the end of the Agreement Term and (ii) such Qualifying Termination occurs within ninety (90) days prior to or twelve (12) months following a Change of Control (as defined below), then, subject to (A) your execution, delivery, and non-revocation of the Release within sixty (60) days following the Termination Date, and (B) your continued compliance with the covenants set forth in this Agreement, (I) you shall be entitled to receive an amount equal to three times the sum of (x) your then-current Base Salary and (y) your Target Bonus, payable in a lump sum in cash within ten (10) days commencing on the date that is sixty (60) days after the Termination Date, (II) the Company shall continue health care coverage (medical and dental) for you and any of your eligible dependents for the thirty-six (36) month period following your Termination Date, or until you become eligible for health care coverage from another employer, whichever is earlier, with such coverage to be on the same terms and conditions and at the same cost as for active senior executive officers of the Company, provided that the cost thereof borne by the Company will be reported to the applicable tax authorities as taxable income to you to the extent necessary to avoid tax penalties to either you or the Company and (III) any Actavis plc equity awards held by you will be treated in accordance with the terms set forth in the applicable award agreement.

(d)

Expiration of the Agreement Term . At least three (3) months prior to the expiration of the Agreement Term, each of you and the Company shall notify the

other party of your intention whether to extend the Agreement Term and of any proposed changes to the terms and conditions contained in the Agreement. In the event you and the Company have duly notified each other of the intent to extend the Agreement Term but have not executed a new employment agreement (or amendment to this Agreement), you shall continue in your employment with the Company subject to all the terms of the then-expired Agreement until such time as you and the Company mutually agree and execute a new employment agreement or amendment to this Agreement, or until either you or the Company terminates your employment by providing at least thirty (30) days prior written notice of termination. If, at the conclusion of the Agreement Term or at any subsequent time thereafter when you remain employed by the Company, the Company elects not to continue your employment on substantially the same terms in effect at the expiration of this Agreement or on other mutually agreeable terms, you shall be paid all earned but unpaid amounts, all unreimbursed expenses and a pro rata bonus (based on your then current Target Bonus) for the year in which your employment is terminated and shall receive severance benefits as set forth in Section 3(b) of this Agreement. Any pro rata bonus to be paid to you pursuant to the immediately preceding sentence shall be calculated and paid after the end of such fiscal year for which it was earned, and shall be calculated based upon actual Company performance. If, at the end of the Agreement Term, you retire from the Company or do not agree to enter into a new employment agreement or amendment to this Agreement extending your employment for a period of at least three years on substantially the same terms in effect at the expiration of this Agreement, you shall be paid all earned but unpaid amounts, all unreimbursed expenses and a pro rata bonus (based on your then current Target Bonus) for the year in which your employment is terminated, but shall not receive any additional severance benefits. Any pro rata bonus to be paid to you pursuant to the immediately preceding sentence shall be calculated and paid after the end of such fiscal year for which it was earned, and shall be calculated based upon actual Company performance. Notwithstanding anything herein to the contrary, in the event the Company elects not to continue your employment as contemplated by this Section 3(d), any equity awards granted to you prior to the date of your termination of employment with the Company, and which remain unvested as of the date of your employment termination, shall continue to vest in accordance with their current vesting schedule and performance criteria as long as (a) you have executed and delivered to the Company the Release, and (b) you do not breach the covenants set forth in Section 5 of this Agreement prior to those equity awards becoming fully vested. Any equity awards which cease to vest pursuant to the immediately preceding sentence shall be immediately forfeited.

(e)

Certain Definitions .

(i)

restriction from performing any material portion of your duties by applicable law; or (F) a willful breach of the material policies of the Company to which you are subject and which have been previously made available to you; provided, however, that, prior to effecting any termination for Cause in respect of conduct described in any of clauses (A), (C), (E), and (F) above, the Company shall provide you with reasonably detailed written notice of the conduct alleged to give rise to Cause and you will have thirty (30) days following receipt of such written notice during which you may remedy the condition if such condition is reasonably subject to cure, and in the event that you shall remedy the condition that would otherwise have given rise to Cause during the applicable cure period, such conduct shall not constitute Cause.

(ii)

For purposes of this Agreement, “ Disability ” means your absence from your duties with the Company for one hundred twenty (120) consecutive calendar days or one hundred eighty (180) calendar days within any twelve (12) month period as a result of incapacity due to mental or physical illness.

(iii)

For purposes of this Agreement, “ Good Reason ” means, in the absence of your written consent, (A) a material diminution in your Base Salary; (B) the assignment to you of duties that are materially inconsistent with your position, duties, or responsibilities; (C) any change in the geographic location at which you perform your services to the Company outside of a seventy-five (75) mile radius of the city limits of Parsippany, New Jersey; or (D) any other material breach of this Agreement; provided that (I) in order to invoke a termination for Good Reason, you shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (A) through (D) within thirty (30) days following your knowledge of the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have thirty (30) days following receipt of such written notice (the “ Cure Period ”) during which it may remedy the condition if such condition is reasonably subject to cure, and (II) in the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, your termination of employment must occur, if at all, within thirty (30) days following the expiration of such Cure Period in order for such termination as a result of such condition to constitute a termination for Good Reason.

(iv)

plc Ordinary Shares ”) or (B) the combined voting power of the then outstanding voting securities of Actavis plc entitled to vote generally in the election of directors (the “ Outstanding Actavis plc Voting Securities ”), or (ii) during any 12-month period, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of securities of Actavis plc representing fifty percent (50%) or more of the Outstanding Actavis plc Voting Securities; provided, however, that for purposes of this subsection (a), the following acquisitions of securities of Actavis plc shall not constitute a Change of Control: (V) any acquisition directly from Actavis plc, (W) any acquisition by Actavis plc, (X) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Actavis plc or any corporation controlled by Actavis plc, (Y) any acquisition made by a Person who is eligible under the provisions of Rule 13d-1 under the Exchange Act as in effect on the date hereof to report such acquisition on Schedule 13G, or (Z) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 3(e)(iv); or (b) individuals who, as of the date hereof, constitute the board of directors of Actavis plc (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the board of directors of Actavis plc; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Actavis plc’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the board of directors of Actavis plc; or (c) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all (defined as more than 50% of the total gross fair market value) of the assets of Actavis plc (a “ Business Combination ”), in each case unless, following such Business Combination, (i) Persons who were the beneficial owners, respectively, of the Outstanding Actavis plc Ordinary Shares and Outstanding Actavis plc Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Actavis plc or all or substantially all of Actavis plc’s assets either directly or through one or more subsidiaries), (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Actavis plc or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of

the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the board of directors of Actavis plc providing such Business Combination.

Certain Reductions of Payments .

(a)

Reduced Amount . Anything in this Agreement to the contrary notwithstanding, in the event that the Accounting Firm (as defined in Section 4(e)) shall determine that receipt of all Payments (as defined in Section 4(e)) would subject you to tax under Section 4999 of the Code, the Accounting Firm shall determine whether some amount of Payments meets the definition of “ Reduced Amount ” (as defined in Section 4(e)). If the Accounting Firm determines that there is a Reduced Amount, then the aggregate Payments shall be reduced to such Reduced Amount.

(b)

(c)

Overpayments; Underpayments . As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments will have been made by the Company that should not have been made (“ Overpayment ”) or that additional Payments that will have not been made by the Company could have been made (“ Underpayment ”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or you that the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment

paid or distributed by the Company to or for your benefit shall be repaid by you to the Company together with interest at the Applicable Federal Rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment shall be required if and to the extent such payment would not either reduce the amount on which you are subject to taxation under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for your benefit together with interest at the Applicable Federal Rate provided for in Section 7872(f)(2) of the Code.

(d)

Fees and Expenses . All fees and expenses of the Accounting Firm in implementing the provisions of this Section 4 shall be borne by the Company.

(e)

Certain Definitions . The following terms shall have the following meanings for purposes of this Agreement:

(i)

A “ Payment ” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for your benefit, whether paid or payable pursuant to this Agreement or otherwise;

(ii)

“ Net After-Tax Receipt ” shall mean the Present Value of a Payment net of all taxes imposed on you with respect thereto under Sections 1, 3121 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to your taxable income for the immediately preceding taxable year, or such other rate(s) as you shall certify, in the your sole discretion, as likely to apply to you in the relevant tax year(s);

(iii)

“ Accounting Firm ” shall mean such nationally recognized certified public accounting firm as may be designated by the Company;

(iv)

“ Present Value ” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment; and

(v)

“ Reduced Amount ” shall mean the amount of Payments that (A) has a Present Value that is less than the Present Value of all Payments and (B) results in aggregate Net After-Tax Receipts for all Payments that are greater than the Net After-Tax Receipts for all Payments that would result if the aggregate Present Value of Payments were any other amount that is less than the Present Value of all Payments.

Covenants .

(a)

Outside Activities . Except with the prior written consent of the Board, as appropriate, you will not during the Agreement Term undertake or engage in any other employment, occupation or business enterprise, other than ones in which you are a passive investor or a member of the board of directors or similar governing body at another company so long as such positions do not materially interfere with the performance of your duties hereunder. The Company acknowledges that currently you are member of the Board of Directors of Zimmer Holdings, Inc. You may engage in civic and not-for-profit activities and manage your personal business affairs so long as such activities do not materially interfere with the performance of your duties hereunder. In addition, during the Agreement Term, you agree not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by you to be adverse to or in conflict with the interest of the Company, its business or prospects, financial or otherwise. By way of clarification and not limitation, nothing contained in this Agreement shall prevent you from holding, for investment purposes only, no more than one percent (1%) of the capital stock of any publicly traded company.

(b)

Confidentiality . You agree that, during your employment with the Company and at all times thereafter, you will hold for the benefit of the Company all secret or confidential information, knowledge, or data relating to the Company or any of its affiliates, and their respective businesses, which has been obtained by you during your employment by, or service with, the Company, and which shall not be or become public knowledge (other than by acts by you or your representatives in violation of this Agreement). Except in the good-faith performance of your duties for the Company, you will not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge, or data to anyone other than the Company and those designated by it. In addition, you agree to execute the standard employee confidentiality and intellectual property agreement prior to the Effective Date.

(c)

Nonsolicitation . You agree that, while you are employed by the Company and during the one (1) year period following the termination of your employment with the Company (the “ Restricted Period ”) for any reason, you will not directly or indirectly, (i) solicit any individual who is, on the Termination Date (or was, during the six (6) month period prior to such date), employed by the Company or any of its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or become a consultant to any other individual or entity other than the Company or one of its affiliates, (ii) initiate discussions with any such employee or former employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity, or (iii) induce or attempt to induce any then current customer, any person or entity as to which you were personally involved, during the six (6) month period prior to your Termination Date, in the Company’s efforts to secure such person or entity as a customer, or any supplier, licensee, or other business associate of the Company or any its affiliates to cease doing business with the Company or such an affiliate, or to interfere with the relationship between any such customer, person or entity, supplier, licensee, or business associate, on the one hand, and the Company or any of its affiliates, on the other hand.

(d)

Noncompetition . In consideration for the Company entering into this Agreement, including without limitation in respect of the payments set forth in Section 3 of this Agreement, you agree that, during the one (1) year period following any termination of your employment that entitles you to receive the severance benefits payable under Section 3, you will not engage in Competition (as defined below). In addition, at the Company’s option, in consideration for the payment of the sum of (i) your then-current Base Salary and (ii) your Target Bonus, payable in a lump sum in cash within ten (10) days commencing on the date that is sixty (60) days after the Termination Date, you agree that, during the one (1) year period following any termination of your employment that does not entitle you to receive the severance benefits payable under Section 3, you will not engage in Competition. You will be deemed to be engaging in “ Competition ” if you, directly or indirectly, in any domestic or international jurisdiction in which the Company or any of its affiliates conducts business, own, manage other than as a member of the board of directors or similar governing body, operate, control, or participate in the ownership, management other than as a member of the board of directors or similar governing body, operation, or control of or provide services as an officer, employee, partner, director, consultant, or otherwise in respect of any business (whether through a corporation or other entity) that is engaged in the development, manufacture, and sale (other than at the retail level) of branded and generic drug products and that is in material and direct competition with any of the five (5) products that, over the four (4) fiscal quarters immediately preceding your Termination Date, accounted for the greatest amount of revenues for the Company or any of its affiliates, taken as a whole. Ownership for personal investment purposes only of less than five percent (5%) of the voting stock of any publicly held corporation or less than five percent (5%) of any privately held business (without any other involvement in the management or operation of such business) shall not constitute a violation hereof.

(e)

(f)

Cooperation . During and for twenty four (24) months following your employment with the Company, you shall assist and cooperate with the Company upon reasonable advance notice (which shall include due regard to the extent reasonably feasible for your then employment or other business obligations and prior commitments) with respect to any investigation or the Company’s (or an affiliate’s) defense or prosecution of any existing or future claims or litigations or other proceeding relating to matters in which you were involved or had knowledge by virtue of your employment with the Company. The Company will reimburse you for reasonable out-of-pocket travel costs and expenses incurred (in accordance with Company policy) as a result of providing such requested assistance, upon the submission of the appropriate documentation to the Company.

Nothing in this paragraph shall impair or limit any rights or entitlement you may have to indemnification and directors and officers liability insurance coverage. To the extent there is a conflict of interest that would prevent the Company’s own outside or inside legal counsel from adequately representing your interests as well as the Company’s interests, and with the Company’s prior approval, the Company shall pay all reasonable attorneys’ fees incurred in connection with your engaging an attorney to advise you in connection with the foregoing.

(g)

Enforcement; Remedies . You understand that the provisions of this Section 5 do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, are reasonable limitations as to scope and duration, and are not unduly burdensome to you. You further agree that the Company would be irreparably harmed by any actual or threatened breach of the covenants set forth in this Section 5 and that, in addition to any other remedies at law, including money damages and the right to withhold payments otherwise due to you, the Company shall be entitled to seek a preliminary injunction, temporary restraining order, or other equivalent relief, restraining you from any actual or threatened breach of this Agreement in any court that may have competent jurisdiction over the matter. With respect to any provision of this Section 5 finally determined by a court of competent jurisdiction to be unenforceable, you hereby agree that a court shall reform such provisions, including the duration or scope of such provisions, as the case may be, so that they are enforceable to the maximum extent permitted by law. If any of the covenants set forth in this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the rights of the Company to enforce any such covenant in any other jurisdiction.

Indemnification and Advancement . In the event you are made, or threatened to be made, a party to any legal action or proceeding, by reason of the fact that you are or were an employee or officer of the Company or serve or served any other entity in any capacity at the Company’s request, you shall be fully indemnified by the Company, and the Company shall advance your related expenses when and as incurred, including, but not limited, to attorney fees to the fullest extent permitted or authorized by the certificate of incorporation, bylaws or indemnification agreements maintained by the Company or such other entity you have served at the request of the Company. During your employment with the Company and thereafter so long as you may have liability arising out of your service as an officer or director of the Company, the Company agrees to continue and maintain a directors and officers liability insurance policy covering you with coverage no less than that available to active directors and officers of the Company, as described above.

Representations . You represent and warrant to the Company that, as of the Effective Date, you are not a party to any agreement, written or oral, containing any noncompetition or nonsolicitation provisions or any other restrictions (including, without limitation, any confidentiality provisions) that would result in any restriction on your ability to accept and perform this or any other position with the Company or any of its affiliates.

Miscellaneous .

(a)

Entire Agreement; Amendment . This Agreement shall supersede any other agreement or understanding, written or oral, with respect to the matters covered herein. This Agreement may not be amended or modified other than by a written instrument signed by the parties hereto; provided , however , that, notwithstanding the foregoing, the Company may amend or modify this Agreement if it determines it is necessary to do so in order to comply with applicable legal and/or regulatory requirements or guidance or any changes in applicable law, rules, or regulations or in the formal and conclusive interpretation thereof by any regulator or agency of competent jurisdiction.

(b)

Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision were omitted (but only to the extent that such provision cannot be appropriately reformed or modified).

(c)

Tax Matters . The Company may withhold from any amounts payable to you such federal, state, local, or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. It is intended that the payments and benefits provided under this Agreement shall comply with the provisions of Section 409A of the Code and the regulations relating thereto, or an exemption to Section 409A, and this Agreement shall be interpreted accordingly. Any payments or benefits that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. All payments that constitute “nonqualified deferred compensation” under Section 409A that are to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. In addition, to the extent that any payments of “nonqualified deferred compensation” due under this Agreement are subject to the effectiveness of the Release, and the period for executing, delivery, and not revoking such Release begins and ends in different tax years for you, all such “nonqualified deferred compensation” shall be paid or settled in the later taxable year. If you become entitled to a payment of “nonqualified deferred compensation” as a result of your termination of employment and at such time you are a “specified employee” (within the meaning of Section 409A and as determined in accordance with the methodology established by the Company as in effect on the Termination Date), such payment shall be postponed to the extent necessary to satisfy Section 409A, and any amounts so postponed shall be paid in a lump sum on the first (1 ^st ) business day that is six (6) months and one (1) day after your separation from service (or any earlier date of your death). If the compensation and benefits provided under this Agreement would subject you to taxes or penalties under Section 409A, the Company and you shall cooperate diligently to amend the terms of this Agreement to avoid such taxes and penalties, to the extent possible under applicable law; provided that in no event shall the Company be responsible for any Section 409A taxes or penalties that arise in connection with any amounts payable or benefits provided under this Agreement or otherwise.

(d)

Successors . This Agreement is personal to you and without the prior written consent of the Company will not be assignable by you. This Agreement and any

rights and benefits hereunder will inure to the benefit of and be enforceable by your legal representatives, heirs, or legatees. This Agreement and any rights and benefits hereunder will inure to the benefit of and be binding upon the Company and its successors and assigns.

(e)

Governing Law . The provisions of this Agreement shall be construed in accordance with the internal laws of the State of New Jersey, without regard to the conflict of law provisions of any state.

(f)

Arbitration . To provide a mechanism for rapid and economical dispute resolution, you and the Company agree that except as provided in Section 5, any and all disputes, claims, or causes of action, in law or equity, arising from or relating to this Agreement (including the Release) or its enforcement, performance, breach, or interpretation, will be resolved, to the fullest extent permitted by law, by final, binding, and confidential arbitration held in the New York City, New York, metropolitan area (or such other major metropolitan region where the Company is then headquartered) and conducted by the American Arbitration Association, under its then-existing Employment Rules and Procedures. Nothing in this Section 8(f) or in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. This Section 8(f) shall not apply to any claims of violation of any federal or state employment discrimination laws.

(g)

Headings . The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement.

(h)

Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together constitute one and the same instrument.

(i)

Attorneys’ Fees . If either party hereto brings any action or other proceeding to enforce his or its rights hereunder, the prevailing party in any such action or proceeding shall be entitled to recover his or its reasonable attorneys’ fees and costs incurred in connection with such action or proceeding. The Company shall reimburse you for your reasonable attorneys’ fees incurred in connection with the negotiation and preparation of this Agreement, not to exceed $15,000.

(j)

Company Policies . You will be subject to all policies of the Company, including, without limitation, any stock ownership guidelines, the Company’s anti-hedging policy and any additional anti-hedging policies applicable to senior executives of the Company, as each policy is adopted or amended from time to time. In addition, all equity awards (including any proceeds, gains or other economic benefit actually or constructively received by you upon any receipt or exercise of any equity award or upon the receipt or resale of any Ordinary Shares of Actavis plc underlying an equity award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of applicable law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in the applicable equity award.

We are excited about the important contributions you will continue to make to the Company and look forward to your acceptance of our offer.

[ Remainder of the page left intentionally blank ]

Please sign your acceptance of the offer of a new position of employment as set forth in this Agreement and return it to me. If you have any questions, please contact me as soon as possible.


Sincerely,

ACTAVIS, INC.

By:		/s/ Patrick J. Eagan

Name:		Patrick J. Eagan

Title		Chief HR Officer—Global

ACCEPTED AND AGREED:

/s/ Paul M. Bisaro

Paul M. Bisaro

Exhibit 10.7

June 30, 2014

Brenton L. Saunders

c/o Forest Laboratories, Inc.

909 Third Avenue

New York, New York 10022

Dear Mr. Saunders:

Actavis, Inc., a Nevada corporation (the “ Company ”) and a wholly-owned subsidiary of Actavis plc, an Irish public limited company (“ Actavis plc ”), is delighted to extend to you an offer of employment by the Company. If you accept this offer of employment, you shall serve as President and Chief Executive Officer of the Actavis Group. You will not be an employee of Actavis plc and will at all times be an employee of the Company. During the Agreement Term (as defined below), you shall have all duties customary for the Chief Executive Officer of a publicly traded company of like size to Actavis plc. In connection with your appointment as Chief Executive Officer of the Actavis Group, you shall also be nominated for election to the Board of Directors of Actavis plc (the “ Board ”) during the Agreement Term, unless such nomination is contrary to applicable law. If you accept this offer, your start date shall be July 01, 2014 (the “ Effective Date ”) and this agreement (the “ Agreement ”) shall terminate on December 31, 2019 (the “ Agreement Term ”), unless earlier terminated or extended in writing in accordance with the provisions of this Agreement. On or prior to the date on which Actavis plc holds its 2015 annual meeting of the stockholders of Actavis plc, the Board shall use its commercially reasonable best efforts to cause you to be nominated and elected to serve as a member of the Board. This Agreement serves as confirmation of our offer on the terms and subject to the conditions set forth below. You and the Company agree that your employment with the Company constitutes “at-will” employment and this employment relationship may be terminated at any time, upon written notice to the other party, for any reason, at the option of either you or the Company, as set forth in Section 3(a).

The elements of your employment package are as follows:

Location . Your principal office shall be at the Company’s U.S. administrative headquarters, though you shall be expected to perform your duties at, and travel to, such other offices of the Company and its subsidiaries and controlled affiliates, and elsewhere, as required to fulfill your duties and obligations as President and Chief Executive Officer of the Actavis Group.

Compensation and Benefits .

(a)

Annual Base Salary . You shall receive an annual base salary of $1,000,000 (“ Base Salary ”), paid in accordance with the Company’s customary payroll practices. Starting with fiscal year 2015 and consistent with the Company’s regular practices for reviewing base salaries paid to other executive officers of the Company, the Compensation Committee of the Board (the “ Compensation Committee ”) shall periodically review your Base Salary in light of competitive practices, the base salaries paid to other executive officers of the Company, and your performance, and may, in its discretion, increase the Base Salary by an amount it determines to be appropriate.

(b)

each fiscal year of the Company during which you are employed, with a target Annual Bonus opportunity of 150% of your Base Salary (the “ Target Bonus ”), subject to adjustment of between 0% and 225% of your Target Bonus. The actual amount of your Annual Bonus, if any, shall be based upon the attainment or surpassing of corporate financial targets and broad strategic initiatives previously approved by the Compensation Committee, in consultation with you, no later than the first quarter of each fiscal year. The Annual Bonus shall be paid by no later than 74 days following the end of the fiscal year in respect of which it is earned. Such Annual Bonus shall be prorated for the portion of fiscal year 2014 during which you are employed by the Company and shall be based on the same financial metrics used to determine annual bonuses for other senior executives of the Company in respect of fiscal year 2014 and such other individual performance objectives as shall be established by the Compensation Committee for you.

(c)

Long-Term Incentive Awards . As an inducement to commence employment with the Company, on the Effective Date, you shall be granted (i) options (the “ Options ”) to purchase ordinary shares of Actavis plc, par value $0.0001 per share (the “ Ordinary Shares ”), having an aggregate grant date value of $8,550,000 (determined based on the Black-Scholes valuation model assuming each of dividend yield, risk-free interest rate, and stock price volatility as measured on the date of grant, and as otherwise determined in a manner consistent with the methodology used by Actavis plc in its most recent financial statements), and (ii) a target award of performance-based restricted stock units in respect of Ordinary Shares (“ Performance RSUs ”) having an aggregate grant date value of $25,650,000, based the closing price of an Ordinary Share on the New York Stock Exchange on the date of grant. The Options and the Performance RSUs shall be subject to such terms and conditions as approved by the Compensation Committee, which shall not be less favorable to you than the terms afforded to other senior executives, as well as the Amended and Restated 2013 Incentive Award Plan (as amended from time to time) and the related Notice of Grant and Signature Page for the Options and Performance RSUs.

(d)

Merger Success Award . You shall be eligible to receive a performance-based award under the Company’s Amended and Restated 2013 Incentive Award Plan (the “Merger Success Award”) adopted by Actavis plc, with a target award of $15,000,000 (the “ Merger Success Award Target Award ”), up to a maximum of 200% of the Merger Success Award Target Award. The goals under the Merger Success Award will be established by the Compensation Committee and communicated to you in writing, and the payment of the Merger Success Award shall be in a form approved by the Compensation Committee, which shall not be less favorable to you than the terms afforded to other senior executives, subject to the Amended and Restated 2013 Incentive Award Plan (as amended from time to time) and related Notice of Grant and Signature Page.

(e)

Vacation . You shall be entitled to five weeks of vacation annually, with any unused vacation time forfeited at the end of the year in respect of which it was accrued.

(f)

(g)

Perquisites . During your employment with the Company, the Company shall provide you with (i) financial and tax planning services, per the applicable Company policy, (ii) an automobile and a driver and (iii) any other benefits as are made available to other senior executives of the Company generally from time to time. You (including your spouse and other immediate family members and guests when accompanying you) shall also be entitled to up to $110,000 per calendar year of private air transportation for personal use during the Agreement Term that provides you with security and productivity to address bona fide business-oriented security concerns and productivity needs. The Company shall, at the Company’s expense, make available to you, the Company or other private aircraft for business and personal use at your reasonable discretion (and subject to the monetary limits on personal use in the preceding sentence). The value of the personal use of any such aircraft shall be determined by the Company’s accountants in accordance with applicable proxy reporting and other laws and regulations, and shall be based upon the actual incremental costs of such use (for example, per air hour charges, fuel, catering and other related charges), but shall not include depreciation, management fees, or other fixed costs unless required by law. In the event you exceed the $110,000 per calendar year limit in incremental costs for personal aircraft usage, you shall promptly (and in the same fiscal year as the incremental usage occurred) reimburse the Company for the amount of the overage. The Company shall report the value of your personal use of any Company or other private aircraft paid by the Company in your W-2 (or similar annual reporting form) filed with the Internal Revenue Service and applicable state and local taxing authorities and in accordance with the provisions of the Treasury Regulations promulgated under the Internal Revenue Code of 1986, as amended, or any successor thereto, as may be in effect from time to time (the “ Code ”). The Company shall comply with all applicable laws and regulations of the Securities and Exchange Commission, Federal Aviation Administration, Internal Revenue Service and other agencies and offices with respect to the calculation and reporting of the value of any personal aircraft use by you, and shall provide your accountants with a reasonable opportunity to review and comment on such calculation methods. Within forty five (45) days after the end of each calendar quarter during the Agreement Term, the Company shall provide you with a report showing its calculation of the value of any personal travel by you and your immediate family during the preceding quarter.

(h)

Expenses .

(i)

(ii)

shall agree to relocate from your current residence, you shall be reimbursed for reasonable expenses incurred in connection with such relocation pursuant to the Company’s then existing relocation policy applicable to other senior executives of the Company. If no such policy shall then exist, the parties hereto shall negotiate in good faith a reasonable relocation package for you.

Termination of Employment .

(a)

Termination . The Company may terminate your employment at any time upon written notice to you. You may resign your employment at any time upon at least thirty (30) days’ prior written notice to the Company, unless such termination is for Good Reason (as defined below), in which case you may resign upon written notice to the Company, subject to any applicable Cure Period (as defined below). Your employment with the Company shall automatically terminate upon your death or Disability (as defined below). Upon your termination of employment for any reason, you shall resign from all positions with the Company and its affiliates (including any positions on the board of directors of the Company, Actavis plc and their affiliates) unless otherwise requested by the Company. Upon termination of your employment for any reason, you shall be entitled to receive any and all amounts which are vested or which, at or subsequent to the date of your termination, you are otherwise entitled to receive by law or under the terms of or in accordance with any plan, policy, practice or program of, or any contract or agreement with, the Company or any of its subsidiaries, including, without limitation, any rights under any long-term incentive awards (including, but not limited to, those referenced in Section 2(c) and 2(d) hereof) or other equity-based awards held by you at the date of such termination.

(b)

Severance Benefits for the Period Commencing on the Effective Date and Ending on the Third Anniversary of the Effective Date . If (i) the Company terminates your employment without Cause (as defined below) or (ii) you resign your employment with the Company for Good Reason (together, a “ Qualifying Termination ”) at any time during the period commencing on the Effective Date and ending on the third (3 ^rd ) anniversary of the Effective Date, then, subject to (A) your execution, delivery, and non-revocation of a general release of claims in favor of the Company and its affiliates in a form prepared by the Company that shall contain provisions that are reasonable and customary and not less favorable to you than those used by the Company in the ordinary course of business and consistent with past practices (the “ Release ”) within sixty (60) days following the effective date of your termination of employment (the “ Termination Date ”), and (B) your continued compliance with the covenants set forth in this Agreement, you will be entitled to receive the benefits as set forth in Section 6(a) of that certain Employment Agreement, by and between you and Forest Laboratories, Inc. dated as of October 1, 2013 (the “ Change of Control Agreement ”). In no event shall the severance benefits payable to you under this Section 3(b), if any, be less than the severance benefits that would have been payable under the Change of Control Agreement had your employment terminated at the Effective Date and without regard to any changes in your compensation effective pursuant to this Agreement.

(c)

Severance Benefits for the Period Commencing on the Third Anniversary of the Effective Date through the End of the Agreement Term . If you experience a Qualifying Termination at any time during the period commencing on the third (3 ^rd ) anniversary of the Effective Date through the end of the Agreement Term, then, subject to (i) your execution, delivery, and non-revocation of the Release within sixty (60) days following the Termination Date, and (ii) your continued compliance with the covenants set forth in this Agreement, (A) you shall be entitled to receive an amount equal to two times the sum of (I) your then-current Base Salary and (II) your Target Bonus, payable in a lump sum in cash within ten (10) days commencing on the date that is sixty (60) days after the Termination Date and (B) the Company shall continue health care coverage (medical and dental) for you and any of your eligible dependents for the twenty-four (24) month period following your Termination Date, or until you become eligible for health care coverage from another employer, whichever is earlier, with such coverage to be on the same terms and conditions and at the same cost as for active senior executive officers of the Company, provided that the cost thereof borne by the Company will be reported to the applicable tax authorities as taxable income to you to the extent necessary to avoid tax penalties to either you or the Company.

(d)

Severance Benefits for the Period Commencing on the Third Anniversary of the Effective Date through the End of the Agreement Term in Connection with a Change of Control . If you experience a Qualifying Termination (i) at any time during the period commencing on the third (3 ^rd ) anniversary of the Effective Date through the end of the Agreement Term and (ii) such Qualifying Termination occurs within ninety (90) days prior to or twelve (12) months following a Change of Control (as defined below), then, subject to (A) your execution, delivery, and non-revocation of the Release within sixty (60) days following the Termination Date, and (B) your continued compliance with the covenants set forth in this Agreement, (I) you shall be entitled to receive an amount equal to three times the sum of (x) your then-current Base Salary and (y) your Target Bonus, payable in a lump sum in cash within ten (10) days commencing on the date that is sixty (60) days after the Termination Date, (II) the Company shall continue health care coverage (medical and dental) for you and any of your eligible dependents for the thirty-six (36) month period following your Termination Date, or until you become eligible for health care coverage from another employer, whichever is earlier, with such coverage to be on the same terms and conditions and at the same cost as for active senior executive officers of the Company, provided that the cost thereof borne by the Company will be reported to the applicable tax authorities as taxable income to you to the extent necessary to avoid tax penalties to either you or the Company and (III) any Actavis plc equity awards held by you will be treated in accordance with the terms set forth in the applicable award agreement.

(e)

Expiration of the Agreement Term . At least three (3) months prior to the expiration of the Agreement Term, each of you and the Company shall notify the other party of your intention whether to extend the Agreement Term and of any proposed changes to the terms and conditions contained in the Agreement. In the event you and the Company have duly notified each other of the intent to extend the Agreement Term but have not executed a new employment agreement (or amendment to this Agreement), you shall continue in your employment with the

Company subject to all the terms of the then-expired Agreement until such time as you and the Company mutually agree and execute a new employment agreement or amendment to this Agreement, or until either you or the Company terminates your employment by providing at least thirty (30) days prior written notice of termination. If, at the conclusion of the Agreement Term or at any subsequent time thereafter when you remain employed by the Company, the Company elects not to continue your employment on substantially the same terms in effect at the expiration of this Agreement or on other mutually agreeable terms, you shall be paid all earned but unpaid amounts, all unreimbursed expenses and a pro rata bonus (based on your then current Target Bonus) for the year in which your employment is terminated and shall receive severance benefits as set forth in Section 3(c) of this Agreement. Any pro rata bonus to be paid to you pursuant to the immediately preceding sentence shall be calculated and paid after the end of such fiscal year for which it was earned, and shall be calculated based upon actual Company performance. If, at the end of the Agreement Term, you retire from the Company or do not agree to enter into a new employment agreement or amendment to this Agreement extending your employment for a period of at least three years on substantially the same terms in effect at the expiration of this Agreement, you shall be paid all earned but unpaid amounts, all unreimbursed expenses and a pro rata bonus (based on your then current Target Bonus) for the year in which your employment is terminated, but shall not receive any additional severance benefits. Any pro rata bonus to be paid to you pursuant to the immediately preceding sentence shall be calculated and paid after the end of such fiscal year for which it was earned, and shall be calculated based upon actual Company performance. Notwithstanding anything herein to the contrary, in the event the Company elects not to continue your employment as contemplated by this Section 3(e), any equity awards granted to you prior to the date of your termination of employment with the Company, and which remain unvested as of the date of your employment termination, shall continue to vest in accordance with their current vesting schedule and performance criteria as long as (a) you have executed and delivered to the Company the Release, and (b) you do not breach the covenants set forth in Section 5 of this Agreement prior to those equity awards becoming fully vested. Any equity awards which cease to vest pursuant to the immediately preceding sentence shall be immediately forfeited.

(f)

Certain Definitions .

(i)

For purposes of this Agreement, “ Cause ” shall mean your (A) refusal to perform or substantially perform your duties with the Company, other than due to periods of illness, injury or incapacity, or to follow the lawful instructions of the Board; (B) illegal conduct or gross misconduct; (C) material breach of your obligations under this Agreement, including without limitation the covenants in Section 5 of this Agreement; (D) conviction of, or entry of a plea of guilty or nolo contendere with respect to, a felony or a crime involving moral turpitude; (E) prohibition or restriction from performing any material portion of your duties by applicable law; or (F) a willful breach of the material policies of the Company to which you are subject and which have been previously made available to you; provided, however, that, prior to effecting any termination for Cause in respect of conduct described in any of clauses

(A), (C), (E), and (F) above, the Company shall provide you with reasonably detailed written notice of the conduct alleged to give rise to Cause and you will have thirty (30) days following receipt of such written notice during which you may remedy the condition if such condition is reasonably subject to cure, and in the event that you shall remedy the condition that would otherwise have given rise to Cause during the applicable cure period, such conduct shall not constitute Cause.

(ii)

For purposes of this Agreement, “ Disability ” means your absence from your duties with the Company on a full-time basis for one hundred twenty (120) consecutive calendar days or one hundred eighty (180) calendar days within any twelve (12) month period as a result of incapacity due to mental or physical illness.

(iii)

(iv)

For purposes of this Agreement, “ Change of Control ” means (a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) (a “ Person ”), (i) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of Ordinary Shares of Actavis plc which, when added to the common stock beneficially owned by such Person, represents more than fifty percent (50%) of either (A) the total fair market value of the then outstanding Ordinary Shares of Actavis plc (the “ Outstanding Actavis plc Ordinary Shares ”) or (B) the combined voting power of the then outstanding voting securities of Actavis plc entitled to vote generally in the election of directors (the “ Outstanding Actavis plc Voting Securities ”), or (ii) during any 12-month period, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)

of securities of Actavis plc representing fifty percent (50%) or more of the Outstanding Actavis plc Voting Securities; provided, however, that for purposes of this subsection (a), the following acquisitions of securities of Actavis plc shall not constitute a Change of Control: (V) any acquisition directly from Actavis plc, (W) any acquisition by Actavis plc, (X) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Actavis plc or any corporation controlled by Actavis plc, (Y) any acquisition made by a Person who is eligible under the provisions of Rule 13d-1 under the Exchange Act as in effect on the date hereof to report such acquisition on Schedule 13G, or (Z) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 3(f)(iv); or (b) individuals who, as of the date hereof, constitute the board of directors of Actavis plc (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the board of directors of Actavis plc; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Actavis plc’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the board of directors of Actavis plc; or (c) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all (defined as more than 50% of the total gross fair market value) of the assets of Actavis plc (a “ Business Combination ”), in each case unless, following such Business Combination, (i) Persons who were the beneficial owners, respectively, of the Outstanding Actavis plc Ordinary Shares and Outstanding Actavis plc Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Actavis plc or all or substantially all of Actavis plc’s assets either directly or through one or more subsidiaries), (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Actavis plc or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the board of directors of Actavis plc providing such Business Combination.

Certain Reductions of Payments .

(a)

(b)

Determinations . If the Accounting Firm determines that the aggregate Payments should be reduced to the Reduced Amount, the Company shall promptly give you notice to that effect and a copy of the detailed calculation thereof, and you may then elect, in your sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the Present Value (as defined in Section 4(e)) of the aggregate Payments equals the Reduced Amount); provided that you shall not be permitted to elect to reduce any Payment that constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, and shall advise the Company in writing of your election within ten (10) days of your receipt of notice. If no such election is made by you within such ten (10) day period or if the election made by you within such ten (10) day period does not sufficiently reduce the Payments to the Reduced Amount, the Company shall reduce the Payments (or, the remaining Payments) in the following order. For any Payments made for the period of employment commencing on the Effective Date through the third (3 ^rd ) anniversary of the Effective Date: (i) by reducing amounts payable pursuant to Section 6(a)(i)(B) of the Change of Control Agreement (and, to the extent applicable, Section 6(a)(i)(A)(2) of the Change of Control Agreement), then (ii) by reducing payments payable in respect of equity awards subject to performance-based vesting criteria, then (iii) by reducing amounts payable pursuant to Section 6(a)(ii) of the Change of Control Agreement, then (iv) by reducing amounts payable pursuant to Section 6(a)(iii) of the Change of Control Agreement, then (v) by reducing amounts payable pursuant to Section 6(a)(iv) of the Change of Control Agreement, and then (vi) by reducing payments payable in respect of equity awards subject to time-based vesting criteria. For any Payments made for the period of employment commencing on the third (3 ^rd ) anniversary of the Effective Date through the end of the Agreement Term: (i) by reducing amounts payable pursuant to Section 3(d)(I) of this Agreement, then (ii) by reducing amounts payable pursuant to Section 3(d)(II) of this Agreement, and then (iii) by reducing amounts payable pursuant to Section 3(d)(III) of this Agreement. All determinations made by the Accounting Firm under this Section 4 shall be binding upon the Company and you and shall be made within sixty (60) days of your Date of Termination. In connection with making determinations under this Section 4, the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by you before or after the Change of Control, including any noncompetition provisions that may apply to you and the Company shall cooperate in the valuation of any such services, including any noncompetition provisions.

(c)

Overpayments; Underpayments . As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the

Accounting Firm hereunder, it is possible that Payments will have been made by the Company that should not have been made (“ Overpayment ”) or that additional Payments that will have not been made by the Company could have been made (“ Underpayment ”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or you that the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for your benefit shall be repaid by you to the Company together with interest at the Applicable Federal Rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment shall be required if and to the extent such payment would not either reduce the amount on which you are subject to taxation under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for your benefit together with interest at the Applicable Federal Rate provided for in Section 7872(f)(2) of the Code.

(d)

Fees and Expenses . All fees and expenses of the Accounting Firm in implementing the provisions of this Section 4 shall be borne by the Company.

(e)

Certain Definitions . The following terms shall have the following meanings for purposes of this Agreement:

(i)

(ii)

(iii)

“ Accounting Firm ” shall mean such nationally recognized certified public accounting firm as may be designated by the Company;

(iv)

(v)

“ Reduced Amount ” shall mean the amount of Payments that (A) has a Present Value that is less than the Present Value of all Payments and

(B) results in aggregate Net After-Tax Receipts for all Payments that are greater than the Net After-Tax Receipts for all Payments that would result if the aggregate Present Value of Payments were any other amount that is less than the Present Value of all Payments.

Covenants .

(a)

Outside Activities . Except with the prior written consent of the Board, as appropriate, you will not during the Agreement Term undertake or engage in any other employment, occupation or business enterprise, other than ones in which you are a passive investor. You may engage in civic and not-for-profit activities and manage your personal business affairs so long as such activities do not materially interfere with the performance of your duties hereunder. In addition, during the Agreement Term, you agree not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by you to be adverse to or in conflict with the interest of the Company, its business or prospects, financial or otherwise. By way of clarification, nothing contained in this Agreement shall prevent you from holding, for investment purposes only, no more than one percent (1%) of the capital stock of any publicly traded company.

(b)

(c)

(d)

Noncompetition . In consideration for the Company entering into this Agreement, including without limitation in respect of the payments set forth in Section 3 of this Agreement, you agree that, during the one (1) year period following any termination of your employment that entitles you to receive the severance benefits payable under Section 3, you will not engage in Competition (as defined below). In addition, at the Company’s option, in consideration for the payment of the sum of (i) your then-current Base Salary and (ii) your Target Bonus, payable in a lump sum in cash within ten (10) days commencing on the date that is sixty (60) days after the Termination Date, you agree that, during the one (1) year period following any termination of your employment that does not entitle you to receive the severance benefits payable under Section 3, you will not engage in Competition. You will be deemed to be engaging in “ Competition ” if you, directly or indirectly, in any jurisdiction in which the Company or any of its affiliates conducts business, own, manage, operate, control, or participate in the ownership, management, operation, or control of or provide services as an officer, employee, partner, director, consultant, or otherwise in respect of any business (whether through a corporation or other entity) that is engaged in the development, manufacture, and sale (other than at the retail level) of branded and generic drug products and that is in material and direct competition with any of the five (5) products that, over the four (4) fiscal quarters immediately preceding your Termination Date, accounted for the greatest amount of revenues for the Company or any of its affiliates, taken as a whole. Ownership for personal investment purposes only of less than five percent (5%) of the voting stock of any publicly held corporation or less than five percent (5%) of any privately held business (without any other involvement in the management or operation of such business) shall not constitute a violation hereof.

(e)

Non-Disparagement . Without limiting any other of your or the Company’s obligations pursuant to this Agreement, each of you and the Company hereby covenant and agree that, except as may be required by applicable law, during the Agreement Term and the twenty four (24) month period following your termination of employment, each of you and the Company shall not make any statement, written or verbal, in any forum or media, or take any other action in disparagement of, (in your case) the Company or its subsidiaries or affiliates or their respective past or present products, officers, directors, employees or agents or (in the case of the Company) you. Nothing in this Section 5(e) shall preclude you or the Company from providing truthful testimony or other evidence or documents in connection with ( i ) any action to enforce either party’s rights hereunder or under any other agreement between the parties or (ii) in response to any judicial or administrative subpoena, or from otherwise participating in any investigation or inquiry being conducted by a judicial or administrative body having competent jurisdiction.

(f)

affiliate’s) defense or prosecution of any existing or future claims or litigations or other proceeding relating to matters in which you were involved or had knowledge by virtue of your employment with the Company. The Company will reimburse you for reasonable out-of-pocket travel costs and expenses incurred (in accordance with Company policy) as a result of providing such requested assistance, upon the submission of the appropriate documentation to the Company.

(g)

Miscellaneous .

(a)

Entire Agreement; Amendment . This Agreement shall supersede any other agreement or understanding, written or oral, with respect to the matters covered herein, except with respect to the sections of the Change of Control Agreement referenced in Section 3(b) of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall be construed to modify, limit or impair in any way any rights that you have in respect of any equity awards that you held in connection with your employment with Forest Laboratories prior to the Effective Date, which awards shall continue in effect and/or be payable or settled in accordance with the terms thereof. This Agreement may not be amended or modified other than by a written instrument signed by the parties hereto; provided , however , that, notwithstanding the foregoing, the Company may amend or modify this Agreement if it determines it is necessary to do so in order to comply with applicable legal and/or regulatory requirements or guidance or any changes in applicable law, rules, or regulations or in the formal and conclusive interpretation thereof by any regulator or agency of competent jurisdiction.

(b)

(c)

Agreement to avoid such taxes and penalties, to the extent possible under applicable law; provided that in no event shall the Company be responsible for any Section 409A taxes or penalties that arise in connection with any amounts payable or benefits provided under this Agreement or otherwise.

(d)

Successors . This Agreement is personal to you and without the prior written consent of the Company will not be assignable by you. This Agreement and any rights and benefits hereunder will inure to the benefit of and be enforceable by your legal representatives, heirs, or legatees. This Agreement and any rights and benefits hereunder will inure to the benefit of and be binding upon the Company and its successors and assigns.

(e)

Governing Law . The provisions of this Agreement shall be construed in accordance with the internal laws of the State of New Jersey, without regard to the conflict of law provisions of any state.

(f)

(g)

Headings . The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement.

(h)

Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together constitute one and the same instrument.

(i)

(j)

any equity award or upon the receipt or resale of any Ordinary Shares of Actavis plc underlying an equity award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of applicable law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in the applicable equity award.

We are looking forward to you joining the Company. We are excited about the important contributions you will make to the Company and look forward to your acceptance of our offer.

[ Remainder of the page left intentionally blank ]

Please sign your acceptance of the offer of employment as set forth in this Agreement and return it to me. If you have any questions, please contact me as soon as possible.


Sincerely,

ACTAVIS, INC.

By:		/s/ Patrick J. Eagan

Name:		Patrick J. Eagan

Title		Chief HR Officer—Global

ACCEPTED AND AGREED:

/s/ Brenton L. Saunders

Brenton L. Saunders

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-191487), the Registration Statement on Form S-8, filed on July 1, 2014, and the Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4, filed on July 1, 2014, of Actavis plc of our reports dated May 30, 2014 relating to the consolidated financial statements, and the effectiveness of Forest Laboratories, Inc. and Subsidiaries’ internal control over financial reporting, which appear in the Annual Report of Forest Laboratories, Inc. and Subsidiaries on Form 10-K, which is incorporated by reference in this Form 8-K. We also consent to the incorporation by reference of our report dated May 30, 2014 relating to the financial statement schedule, which appears in the Annual Report of Forest Laboratories, Inc. and Subsidiaries on Form 10-K, which is incorporated by reference in this Form 8-K.

/s/ BDO USA, LLP

New York, New York

June 30, 2014

Exhibit 99.1

LOGO

NEWS RELEASE

CONTACTS:

Investors:

Lisa DeFrancesco

(862) 261-7152

Media:

Charlie Mayr

(862) 261-8030

David Belian

(862) 261-8141

Actavis Completes Forest Laboratories Acquisition

– Creates an Innovative New Model in Specialty Pharmaceuticals Leadership –

– $15.0 Billion Anticipated Pro Forma Combined Revenue –

– Establishes Blockbuster Franchises in CNS, Gastroenterology, Women’s Health,

Urology and Cardiovascular Therapeutic Categories –

– Expands Development-Focused Brand and Generic Pipeline –

DUBLIN, IRELAND – July 1, 2014 – Actavis plc (NYSE: ACT) today announced that it has completed the acquisition of Forest Laboratories, Inc. (NYSE: FRX) in a cash and equity transaction currently valued at approximately $28 billion. The combination creates one of the world’s fastest-growing specialty pharmaceutical companies, with annual revenues of more than $15 billion anticipated for 2015.

In conjunction with the close of the acquisition, Paul Bisaro, formerly Chairman and CEO of Actavis, has been named to the position of Executive Chairman of Actavis; Brent Saunders, formerly CEO and President of Forest, has been named CEO and President of Actavis; Robert Stewart, formerly President, Global Operations for Actavis, has been named Chief Operating Officer; Bill Meury, formerly Executive Vice President, Sales and Marketing for Forest, has been named Executive Vice President Commercial, North American Brands; and David Buchen, formerly Actavis’ Chief Legal Officer, has been named Executive Vice President Commercial, North American Generics and International.

“The combination of Actavis and Forest creates an innovative new model for success in the global specialty pharmaceutical industry, built to compete within today’s evolving healthcare landscape,” said Brent Saunders, CEO and President of Actavis. “Our business model is driven by a broad portfolio of strong brand, generic and OTC products, a commitment to development-focused, results oriented research and development and the size and scale needed to efficiently and cost-effectively meet the needs of our global customer base. The new Actavis is uniquely positioned to deliver exceptional long-term financial performance and expand access to pharmaceutical products for patients around the world.

“Actavis’ best-in-class commercial engine is powered by a specialty brand business that is now positioned to compete with the world’s leading pharmaceutical companies, marketing more than 35 products across seven therapeutic market segments and maintaining blockbuster product franchises in five therapeutic categories, as well as a global generics business that remains an industry powerhouse, with operations in approximately 60 countries and a top 10 position in more than 25 markets across the world,” Saunders added.

Supported by our strong commitment to research and development of more than $1 billion annually, as well as our industry-leading global supply chain powered by generic DNA, focused on efficient and cost-effective delivery of the highest quality products with the highest level of customer service, we are positioned to drive continued long-term growth and value for our shareholders, customers and employees. With the acquisition now complete, we will immediately begin executing on our comprehensive integration plans to ensure we are leveraging our strengthened global organization to generate sustainable organic earnings growth from our newly expanded base.”

Financially Compelling Transaction

Actavis continues to expect the transaction to generate double-digit accretion in 2015 and 2016, including approximately $1 billion in operating and tax synergies to be realized within three years following the close. These synergies exclude any additional revenue or manufacturing synergies, and are in addition to standalone synergies announced publicly by Forest as part of its Project Rejuvenate and acquisition of Aptalis. Actavis further expects to generate strong operating cash flow in excess of $4 billion on a pro forma basis for 2015, which would enable the Company to rapidly de-lever the balance sheet.

Review of the Benefits of the Acquisition

The combination of Actavis and Forest creates a new breed of specialty pharmaceutical company, with size and scale, a balanced offering of strong brands and generics, a focus on strategic, lower-risk drug development and a flexible, scalable business model that permits it to adapt quickly to ever-changing industry dynamics and drive sustainable, long-term organic growth. The combined Company begins operations with a defined global management structure, led by a combination of Actavis and Forest senior executives, which has been built to leverage the unique talents across the organization and capitalize on global growth opportunities.

Dramatically Strengthens Actavis’ Specialty Brands Business

The close of the transaction creates a world-class specialty brands business competing across multiple market segments. On a pro forma combined basis for full year 2014, Actavis’ brand pharmaceutical business now includes an approximately $2 billion revenue CNS franchise; Gastroenterology (GI) and Women’s Health franchises valued at approximately $1 billion in revenue each; a Cardiovascular franchise that generates approximately $500 million in revenue; and Urology and Dermatology/Established Brand franchises approaching $500 million a year in revenue each; as well as emerging and sustainable portfolios in the Infectious Disease and Respiratory therapeutic categories.

Delivers an Industry-Leading North American Sales and Marketing Organization

The combined company’s North American sales force has extraordinary marketing reach, with exceptional strength among primary care physicians, gastroenterologists, psychiatrists, cardiologists, neurologists and infectious disease specialists, in addition to its focus on OBGyn’s, urologists and dermatologists. Using its innovative line-call strategy, the sales force is strongly positioned to leverage select products in the legacy Actavis Specialty Brands portfolio to the broader primary care physician base in the United States. Actavis is committed to using smart, focused promotion and a customer-focused sales culture to drive continued growth and ensure all of the Company’s products achieve their full potential.

Further Expands Actavis’ Development-Focused Brand and Generic Pipeline

The new Actavis has one of the strongest development-focused R&D organizations in the pharmaceutical industry, with an emphasis on strategic, innovative development of important durable products that will drive long-term value, and on being the partner of

choice for new and existing development collaborations. The transaction strengthens Actavis’ specialty brands pipeline, with more than 25 products in the near- or mid-term stage of development, including new exclusive product opportunities as well as a robust portfolio of next generation products. Actavis’ innovative specialty brands pipeline now includes 16 product candidates at the Phase III or NDA stages of development, including treatments for Alzheimer’s disease, cardiovascular disease, infectious disease, as well as treatments for Schizophrenia and bipolar disorders, treatments for COPD and an array of Women’s Health conditions. The pending acquisition of Furiex Pharmaceuticals, Inc. is expected to further strengthen the pipeline, with Furiex’s lead development product eluxadoline complementing the Linzess ^® and Asacol ^® /Delzicol ^® franchises to enhance Actavis’ world-class GI business.

The Company’s investment in the development of innovative brand products is complemented by Actavis’ unwavering commitment to invest in its best-in-class generic product development organization, which is a leader in the industry with approximately 220 Abbreviated New Drug Applications (ANDAs) currently filed in the United States, 60 of which are believed to be confirmed as new first-to-file applications, and more than 750 filings across the globe. Actavis has taken significant steps to dramatically enhance its development of generic injectable and inhalation products, and continues to focus on complementing its pipeline of solid oral dosage products with more complex modified-release and other dosage forms.

Senior Leadership Team Built to Maximize Global Generic, Brand Opportunities

Actavis’ new senior management structure brings exceptional pharmaceutical talent that was available from both organizations to drive growth across the larger and more complex combined business. The leadership organization is structured to leverage the unique talents of the executive team across the organization to capitalize on global brand and generic growth opportunities, and to continue its focus on generating long-term, organic double-digit earnings growth.

August 5 ^th Conference Call and Webcast Information

Actavis plans to more fully discuss the acquisition as part of is second quarter earnings conference call scheduled for August 5, 2014 at 8:30 a.m. Eastern Time. The dial-in number to access the call is U.S./Canada 877-251-7980, or from international locations, 706-643-1573. The Conference ID is 65351447.

A taped replay of the conference call will also be available beginning approximately two hours after the call’s conclusion and will remain available through 12:00 midnight Eastern Time on August 19, 2014. The replay may be accessed by dialing 855-859-2056 and entering Conference ID# 65351447. From international locations, the replay may be accessed by dialing 404-537-3406 and entering the same pass code. To access the webcast, go to Actavis’ Investor Relations Web site at http://ir.actavis.com . A replay of the webcast will also be available.

About Actavis

Actavis plc (NYSE:ACT), headquartered in Dublin, Ireland, is a unique specialty pharmaceutical company focused on developing, manufacturing and commercializing high quality affordable generic and innovative branded pharmaceutical products for patients around the world.

Actavis markets a broad portfolio of branded and generic pharmaceuticals and develops innovative medicines for patients suffering from diseases principally in the central nervous system, gastroenterology, women’s health, urology, cardiovascular, respiratory and anti-infective therapeutic categories. The Company is an industry leader in product research and development, with one of the broadest brand development pipelines in the pharmaceutical industry, and a leading position in the submission of generic product applications. Actavis has commercial operations in more than 60 countries and operates more than 30 manufacturing and distribution facilities around the world.

For more information, visit Actavis’ website at www.actavis.com.

Forward-Looking Statement

Statements contained in this press release that refer to Actavis’ estimated or anticipated future results or other non-historical facts are forward-looking statements that reflect Actavis’ current perspective of existing trends and information as of the date of this release. For instance, any statements in this press release concerning prospects related to Actavis’ strategic initiatives, product introductions and anticipated financial performance are forward-looking statements. It is important to note that Actavis’ goals and expectations are not predictions of actual performance. Actavis’ performance, at times, will differ from its goals and expectations. Actual results may differ materially from Actavis’ current expectations depending upon a number of factors affecting Actavis’ business. These factors include, among others, the inherent uncertainty associated with financial projections; successful integration of the Forest acquisition and the ability to recognize the anticipated synergies and benefits of the Forest acquisition; the difficulty of predicting the timing and outcome of pending or future litigation and government investigations and risks that an adverse outcome in such litigation or investigations could render Actavis liable for substantial damages or penalties; risks that resolution of patent infringement litigation through settlement could result in investigations or actions by private parties or government authorities or agencies; the impact of competitive products and pricing; risks related to fluctuations in foreign currency exchange rates; periodic dependence on a small number of products for a material source of net revenue or income; variability of trade buying patterns; changes in generally accepted accounting principles; risks that the carrying values of assets may be negatively impacted by future events and circumstances; the timing and success of product launches; the difficulty of predicting the timing or outcome of product development efforts and regulatory agency approvals or actions, if any; risks and uncertainties

normally incident to the pharmaceutical industry, including product liability claims and the availability of product liability insurance on reasonable terms; market acceptance of and continued demand for Actavis’ products; difficulties or delays in manufacturing; the availability and pricing of third party sourced products and materials; successful compliance with governmental regulations applicable to Actavis’ facilities, products and/or businesses; changes in the laws and regulations, including Medicare, Medicaid, and similar laws in foreign countries affecting, among other things, pricing and reimbursement of pharmaceutical products and the settlement of patent litigation; and such other risks and uncertainties detailed in Actavis plc’s periodic public filings with the Securities and Exchange Commission, including but not limited to Actavis plc’s Annual Report on Form 10-K for the year ended December 31, 2013, Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 and Current Report on form 8-K filed on May 20, 2014 and from time to time in Actavis’ other investor communications. Except as expressly required by law, Actavis disclaims any intent or obligation to update these forward-looking statements.

Exhibit 99.2

LOGO

NEWS RELEASE

CONTACTS:

Investors:

Lisa DeFrancesco

(862) 261-7152

Media:

Charlie Mayr

(862) 261-8030

David Belian

(862) 261-8141

Actavis plc Appoints New Members and Announces Changes to

Board of Directors Following Close of Forest Laboratories, Inc.

Acquisition

– Paul M. Bisaro Named Executive Chairman –

– CEO and President Brent Saunders Appointed to the Board –

– Nesli Basgoz, M.D., Christopher J. Coughlin Join Actavis Board from Forest Board –

DUBLIN, IRELAND – July 1, 2014 – Actavis plc (NYSE: ACT) today announced the appointment of three new members to the Company’s Board of Directors, including Actavis’ newly appointed CEO and President, Brenton L. Saunders. The Company also announced that Paul M. Bisaro, formerly the Chairman and Chief Executive Officer of Actavis, has been named to the newly created position of Executive Chairman of the Board of Actavis plc. The changes to the Actavis Board follow the completion of Actavis’ acquisition of Forest Laboratories, Inc. in a cash and stock transaction currently valued at approximately $28 billion, and are effective until Actavis’ next annual meeting of shareholders in May 2015.

In addition to Mr. Saunders, the new members of the Actavis Board are Nesli Basgoz, M.D., and Christopher J. Coughlin, both of whom are former members of the Forest Board. Current Actavis Board members Paul M. Bisaro, James H. Bloem, Christopher W. Bodine, Tamar D. Howson, John A. King, Ph.D, Catherine M. Klema, Jiri Michal, Patrick J. O’Sullivan, Ronald R. Taylor, Andrew L. Turner and Fred G. Weiss will continue as members of the new Actavis Board. Actavis also announced that Sigurdur Olafsson has resigned from the Company’s Board of Directors.

The new Board will have several standing committees, including Audit and Compliance, Compensation, Nominating and Corporate Governance and Operations and Innovation.

Paul M. Bisaro – Executive Chairman

Paul M. Bisaro has been named to the newly created position of Executive Chairman of the Board. Bisaro had previously served as President and CEO of Actavis plc, and Chairman of the Board, since October 2013. He was named President and Chief Executive Officer and a member of the Company’s Board of Directors in 2007. Prior to joining Actavis, Inc., Mr. Bisaro was President, Chief Operating Officer and a member of the Board of Directors of Barr Pharmaceuticals, Inc., a global specialty pharmaceutical company (“Barr”), from 1999 to 2007. Between 1992 and 1999, Mr. Bisaro served as General Counsel of Barr, and from 1997 to 1999 served in various additional capacities including Senior Vice President — Strategic Business Development. Prior to joining Barr, he was associated with the law firm Winston & Strawn and a predecessor firm, Bishop, Cook, Purcell and Reynolds from 1989 to 1992. Mr. Bisaro holds an undergraduate degree in General Studies from the University of Michigan and a Juris Doctor from Catholic University of America in Washington, D.C.

New Members of the Board of Directors

Brenton L. Saunders

Mr. Saunders assumed the role of Chief Executive Officer and President of Actavis at the close of the transaction. He previously served as Chief Executive Officer and President of Forest and had served as a Director of Forest since 2011. Prior to joining Forest, he served as the Chief Executive Officer and board member of Bausch + Lomb Incorporated from March 2010 until August 2013. Mr. Saunders served as a senior executive with Schering-Plough from 2003 to 2010, most recently as President of Global Consumer Health Care. He also served as Head of Integration for both Schering-Plough’s merger with Merck & Co. and for its $16 billion acquisition of Organon BioSciences. Before joining Schering-Plough, Mr. Saunders was a Partner and Head of the Compliance Business Advisory Group at PricewaterhouseCoopers LLP from 2000 to 2003. Prior to that, he was Chief Risk Officer at Coventry Health Care between 1998 and 1999 and a co-founder of the Health Care Compliance Association in 1995. Mr. Saunders began his career as Chief Compliance Officer for the Thomas Jefferson University Health System. He received a B.A. from the University of Pittsburgh, an M.B.A. from Temple University School of Business, and a J.D. from Temple University School of Law.

Nesli Basgoz, M.D.

Dr. Basgoz has served as a Director of Forest since 2006. She is the Associate Chief for Clinical Affairs, Division of Infectious Diseases at Massachusetts General Hospital (MGH) and serves on the hospital’s Board of Trustees. In addition, Dr. Basgoz is an Associate Professor of Medicine at Harvard Medical School. Previously, Dr. Basgoz served as Clinical Director in the Infectious Diseases Division of MGH for six years. Dr. Basgoz earned her M.D. Degree and completed her residency in internal medicine at Northwestern University Medical School. She also completed a fellowship in the Infectious Diseases Division at the University of California at San Francisco. She is board certified in both infectious diseases and internal medicine.

Christopher J. Coughlin

Mr. Coughlin has served as a Director of Forest since 2011. He served as an advisor to Tyco International from 2010 until September 30, 2012, and was Executive Vice President and Chief Financial Officer of Tyco from 2005 to 2010. During his tenure, he played a central role in the separation of Tyco into five independent, public companies and provided financial leadership surrounding major transactions, including the $2 billion acquisition of Broadview Security, among many other responsibilities and accomplishments. Prior to joining Tyco, he worked as the Chief Operating Officer of the Interpublic Group of Companies from June 2003 to December 2004, as Chief Financial Officer from August 2003 to June 2004 and as a director from July 2003 to July 2004. Previously, Mr. Coughlin was Executive Vice President and Chief Financial Officer of Pharmacia Corporation from 1998 until its acquisition by Pfizer in 2003. Prior to that, he was Executive Vice President of Nabisco Holdings and President of Nabisco International. From 1981 to 1996 he held various positions, including Chief Financial Officer at Sterling Drug. Mr. Coughlin is currently serving as the lead independent director on the board of Dun & Bradstreet, where he is a former member of the Audit Committee, chairs the Board Affairs Committee and is a member of the Compensation and Benefits Committee. He also serves on the board of Covidien plc, where he is Chair of the Compliance Committee and a member of its Transaction Committee. In addition, Mr. Coughlin previously served on the boards of the Interpublic Group of Companies, Monsanto Company and Perrigo Company. Mr. Coughlin has a B.S. in accounting from Boston College.

About Actavis

For more information, visit Actavis’ website at www.actavis.com.

Exhibit 99.3

LOGO

NEWS RELEASE


		CONTACTS:		Actavis:
				Investors:
				Lisa DeFrancesco
				(862) 261-7152

				Media:
				Charlie Mayr
				(862) 261-8030
				David Belian
				(862) 261-8141

Actavis Announces

Final Stockholder Merger Consideration Election Results in Connection with Forest Laboratories Acquisition

DUBLIN, IRELAND – July 2, 2014 – Actavis plc (NYSE: ACT) today announced the final results of the elections made by stockholders of Forest Laboratories, Inc. (“Forest”) regarding their preference as to the form of merger consideration they would receive in connection with Actavis’ acquisition of Forest.

As previously announced, on July 1, 2014, Actavis completed its acquisition of Forest, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated February 17, 2014, by and among Actavis, Forest, Tango US Holdings Inc., Tango Merger Sub 1 LLC and Tango Merger Sub 2 LLC. Pursuant to the Merger Agreement, Forest stockholders were entitled to elect to receive, (i) .3306 of an Actavis ordinary share and $26.04 in cash, without interest (the “Standard Election Consideration”), (ii) .4723 of an Actavis ordinary share, subject to proration and allocation procedures set forth in the Merger Agreement (the “Stock Election Consideration”) or (iii) $86.81 in cash, without interest, subject to proration and adjustment procedures set forth in the Merger Agreement (the “Cash Election Consideration”), in exchange for each share of Forest common stock.

The deadline for making this election was 5:00 p.m., New York City time, on June 27, 2014 (the “Election Deadline”). Based on the final results of the elections and the terms of the Merger Agreement:

•

Holders of approximately 13.81% of the outstanding shares of Forest common stock, or approximately 37,487,783 shares of common stock, elected to receive the Standard Election Consideration, with fractions of an Actavis ordinary share being cashed out at $219.00 per Actavis ordinary share.

•

Holders of approximately 0.44% of the outstanding shares of Forest common stock, or approximately 1,202,340 shares of common stock, elected to receive the Cash Election Consideration, which entitles each holder to $86.81 in cash.

•

Holders of approximately 72.78% of the outstanding shares of Forest common stock, or approximately 197,607,707 shares of common stock, elected to receive the Stock Election Consideration, which, after giving effect to the prorations, entitles each holder to $25.67 in cash plus 0.3326 of an Actavis ordinary share, with fractions of an Actavis ordinary share being cashed out at $219.00 per Actavis ordinary share.

•

Holders of approximately 12.97% of the outstanding shares of Forest common stock, or approximately 35,228,456 shares of common stock, failed to make a valid election or did not deliver a valid election form prior to the Election Deadline and will receive the Standard Election Consideration for each Actavis ordinary share, with fractions of an Actavis ordinary share being cashed out at $219.00 per Actavis ordinary share.

About Actavis

For more information, visit Actavis’ website at www.actavis.com.

Actavis Cautionary Statement Regarding Forward-Looking Statements

factors affecting Actavis’ business and risks associated with acquisition transactions. These factors include, among others, the inherent uncertainty associated with financial projections; the ability to successfully integrate strategic transactions, including the Forest acquisition and the ability to recognize the anticipated synergies and benefits of the Forest acquisition; the failure of the proposed transaction to close for any other reason; the anticipated size of the markets and continued demand for Actavis’ products, and the ability to successfully manage transitions to new products and markets; the impact of competitive products and pricing; access to available financing on a timely basis and on reasonable terms; the risks of fluctuations in foreign currency exchange rates; the risks and uncertainties normally incident to the pharmaceutical industry, including product liability claims and the availability of product liability insurance on reasonable terms; the difficulty of predicting the timing or outcome of pending or future litigation or government investigations; periodic dependence on a small number of products for a material source of net revenue or income; variability of trade buying patterns; changes in generally accepted accounting principles; risks that the carrying values of assets may be negatively impacted by future events and circumstances; the timing and success of product launches; the difficulty of predicting the timing or outcome of product development efforts and regulatory agency approvals or actions, if any; market acceptance of and continued demand for Actavis’ products, including products acquired as part of the Forest acquisition; costs and efforts to defend or enforce intellectual property rights; difficulties or delays in manufacturing; the availability and pricing of third party sourced products and materials; successful compliance with governmental regulations applicable to Actavis’ facilities, products and/or businesses; changes in the laws and regulations affecting, among other things, pricing and reimbursement of pharmaceutical products; changes in tax laws or interpretations that could increase Actavis’ consolidated tax liabilities; the loss of key senior management or scientific staff; and such other risks and uncertainties detailed in Actavis’ periodic public filings with the Securities and Exchange Commission, including but not limited to Actavis plc’s Annual Report on Form 10-K for the year ended December 31, 2013, Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 and Current Report on Form 8-K filed on May 20, 2014 and from time to time in Actavis’ other investor communications, and in Forest Laboratories, Inc.’s Annual Report on Form 10-K for the year ended March 31, 2014. Except as expressly required by law, Actavis disclaims any intent or obligation to update or revise these forward-looking statements.