Exhibit 10.1

EXECUTION VERSION

FIRST INCREMENTAL AMENDMENT (this “ Amendment ”), dated as of November 27, 2018, to the Fourth Amended & Restated Credit and Guaranty Agreement dated as of June 1, 2018 (as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Credit Agreement ”) by and among Bausch Health Companies Inc., a corporation continued under the laws of the province of British Columbia (f/k/a/ Valeant Pharmaceuticals International, Inc.), as Parent, Valeant Pharmaceuticals International, a Delaware corporation, as a Borrower (“ VPI ” and collectively with the Parent, the “ Borrowers ”), certain Subsidiaries of the Parent, as Subsidiary Guarantors, the Lenders from time to time party thereto, and Barclays Bank PLC, as Administrative Agent and the other parties thereto.

WHEREAS, pursuant to Section 2.22 of the Credit Agreement, VPI has requested Incremental Term Loans in an aggregate principal amount not exceeding $1,500,000,000 (the “ New Term Facility ” and the loans thereunder, “ New Term Loans ”), the proceeds of which shall be used to refinance certain existing indebtedness of Parent, pay fees and expenses in connection with the foregoing and otherwise for general corporate purposes.

WHEREAS, the Persons holding New Term Commitments (as defined below) are severally willing to make New Term Loans (the “ New Term Lenders ”) on the First Amendment Effective Date (as defined below) in an aggregate amount equal to their respective New Term Commitments, subject to the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Credit Agreement as amended hereby.

SECTION 2. New Term Loans.

(a)       Subject to the terms and conditions set forth herein, each New Term Lender severally agrees to make New Term Loans to VPI on the First Amendment Effective Date in an aggregate principal amount equal to its New Term Commitment, which shall be made available to the Administrative Agent in immediately available funds in accordance with the Credit Agreement. The “ New Term Commitment ” of any New Term Lender will be the amount set forth opposite such New Term Lender’s name on Schedule 1 hereto.

(b)       The New Term Loans shall comprise a new Class of Term Loans, and shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.

(c) On the First Amendment Effective Date, each New Term Lender party hereto irrevocably consents to this Amendment and all modifications to the Credit Agreement contemplated hereby.

(d)       Upon the occurrence of the First Amendment Effective Date, each New Term Lender shall have the rights and obligations of a Lender under the Credit Agreement and under any other applicable Loan Documents.

(e)       VPI and each other Loan Party acknowledges and agrees that (i) the New Term Loans shall constitute Obligations and have all the benefits thereof and VPI shall be liable for all Obligations with respect to all New Term Loans made to VPI pursuant to this Amendment and (ii) all

such Obligations shall constitute Guaranteed Obligations and shall be secured by the Liens granted to the Administrative Agent for the benefit of the Secured Parties and entitled to the benefits of the Collateral Documents and the Guarantee.

SECTION 3. Amendments. In accordance with Sections 2.22 and 10.02 of the Credit Agreement and effective as of the First Amendment Effective Date, the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the conformed copy of the Credit Agreement attached as Annex A hereto.

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, VPI and each other Loan Party each represents and warrants to the other parties hereto on the First Amendment Effective Date that:

(a)       (i)  the execution, delivery and performance by such Loan Party of this Amendment (and the Credit Agreement, as amended hereby) is within such Loan Party’s corporate or other organizational power and has been duly authorized by all necessary corporate or other organizational action of each such Loan Party; and (ii) this Amendment has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations; and

(b)       the execution and delivery of this Amendment (and the Credit Agreement, as amended hereby) by each Loan Party and the performance by such Loan Party thereof (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (A) such as have been obtained or made and are in full force and effect, (B) in connection with the Perfection Requirements or (C) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (ii) will not violate any (A) of such Loan Party’s Organizational Documents or (B) Requirements of Law applicable to such Loan Party which, in the case of this clause (ii), would reasonably be expected to have a Material Adverse Effect, and (iii) will not violate or result in a default under (A) the Credit Agreement or (B) any other material Contractual Obligation in respect of Indebtedness having an aggregate principal amount exceeding the Threshold Amount to which such Loan Party is a party which, in the case of this clause (B), would reasonably be expected to result in a Material Adverse Effect.

SECTION 5. First Amendment Effective Date. This Amendment shall become effective as of the first date (the “ First Amendment Effective Date ”) on which each of the following conditions shall have been satisfied (or waived by the Administrative Agent):

(a)       the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by VPI and each Loan Party, the Administrative Agent and each New Term Lender;

(b)       the Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of each Loan Party referred to in clause (a), in substantially the form delivered on the Closing Date (i) certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (A) has not been amended since the Closing Date or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and

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certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) certifying that attached thereto are the resolutions of the board of directors or other comparable managing body of such Loan Party approving the Amendment, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a Responsible Officer of such Loan Party as of the First Amendment Effective Date to be true and correct and in force and effect as of such date, (iii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 6;

(c)       to the extent requested by the Administrative Agent, the Administrative Agent (or its counsel) shall have received, on behalf of itself and the New Term Lenders on the First Amendment Effective Date, a customary written opinion of (i) Davis Polk & Wardwell LLP, in its capacity as special New York counsel for VPI and the other Loan Parties, (ii) Morris, Nichols, Arsht & Tunnell LLP, in its capacity as special Delaware counsel for VPI and the other Loan Parties and (iii) Norton Rose Fulbright, in its capacity as special Canada counsel for VPI and the other Loan Parties;

(d)       to the extent requested by the Administrative Agent, the Administrative Agent shall have received a certificate of good standing (to the extent such concept exists in the relevant jurisdiction) with respect to such Loan Parties referred to in clause (a) (above) certified as of a recent date by the appropriate Governmental Authority of the state of formation;

(e)       to the extent requested by the Administrative Agent, the Administrative Agent shall have received all documentation and other information, at least two Business Days prior to the First Amendment Effective Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act (in each case to the extent so requested no less than ten Business Days prior to the First Amendment Effective Date);

(f)       all fees and expenses required to be paid by (or on behalf of) VPI to the Administrative Agent (including pursuant to Section 10.03 of the Credit Agreement and pursuant to Section 8 hereof) or any arranger pursuant to any engagement letter with VPI on or before the First Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (and in the case of expenses, to the extent invoiced at least three Business Days prior to the First Amendment Effective Date);

(g)       the Administrative Agent shall have received a Borrowing Request in respect of the New Term Loans to be made on the First Amendment Effective Date in accordance with the requirements of the Credit Agreement;

(h)       no Specified Event of Default shall exist at the applicable time referred to in Section 2.22(a)(xii) of the Credit Agreement; and

(i)       the Administrative Agent shall have received a customary officer’s certificate of the Borrower.

For purposes of determining whether the conditions specified in this Section 5 have been satisfied on the date hereof, by funding the New Term Loans, the Administrative Agent and each New Term Lender that has executed this Agreement shall be deemed to have consented to, waived, approved or accepted, or to be satisfied with, each document or other matter required hereunder.

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SECTION 6. Effect of Amendment.

(a)       It is the intention of each of the parties hereto that the Credit Agreement be amended pursuant to this Amendment, so as to preserve the validity, perfection and priority of all Liens securing the Obligations and that, after giving effect to this Amendment all Obligations shall be secured by the Collateral and Liens granted under the Collateral Documents and that this Agreement does not constitute a novation or termination of the Credit Agreement or the other Loan Documents. Further, for the avoidance of doubt, it is intention of each of the parties hereto that all obligations subject to the First Lien Intercreditor Agreement, dated as of March 21, 2017, among the Collateral Agent and each of the Notes Collateral Agents (as defined therein) party thereto, shall be deemed to be secured by a Lien ranking pari passu with the Obligations.

(b) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle VPI to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(c)       From and after the First Amendment Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby and (ii) each reference in any Loan Document to the “Term Lenders”, “Additional Loans”, “Additional Term Loans”, “Term Loans” or “Term Facility” shall be deemed a reference to the New Term Lenders, the New Term Loans or the New Term Facility.

(d)       This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents and shall be deemed to be an “Incremental Facility Amendment”, as defined in the Credit Agreement.

(e)       Each party hereto acknowledges that this Amendment constitutes all notices or requests required under Section 2.22 of the Credit Agreement.

(f)       The Administrative Agent and each New Term Lender party hereto consents to an Interest Period for the New Term Loans beginning on the First Amendment Effective Date and ending on the last day of the Interest Period then in effect with respect to the Initial Term Loans outstanding immediately prior to the effectiveness of this Amendment.

(g)       The Administrative Agent and each New Term Lender party hereto agree that amortization payments with respect to the First Incremental Term Loans shall commence on the last Business Day of March, 2019.

(h)       Each Loan Party party hereto hereby expressly acknowledges the terms of this Amendment and affirms or reaffirms, as applicable, as of the date hereof, the covenants and agreements contained in each Loan Document to which it (or the applicable Loan Party) is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby.

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(i)       Each Loan Party party hereto, by its signature below, hereby affirms and confirms, subject to the execution of the documents listed on, and the taking of actions required by, Annex B (within the time periods prescribed therein) and applicable local law requirements, and notwithstanding anything to the contrary in, the Loan Documents (including, for the avoidance of doubt, with respect to the effectiveness of the Collateral Documents and validity and perfection of Liens pending the execution of such documents and taking of such actions), (i) its (or the applicable Loan Party’s) obligations under each of the Loan Documents to which it (or the applicable Loan Party) is a party and (ii) the pledge of and/or grant of a security interest in its (or the applicable Loan Party’s) assets as Collateral to secure such Obligations, all as provided in the Collateral Documents, and each party hereto acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, or upon the effectiveness of any amendment or supplement thereto entered into in connection with this Amendment, will continue in full force and effect in respect of, and will secure, such Obligations under the Credit Agreement and the other Loan Documents.

SECTION 7. Post-Closing Matters. VPI agrees to (or, if applicable, cause the relevant Loan Party to) comply with post-closing obligations set forth on Annex B hereto (and in any event within time periods specified in Annex B hereto, which the Administrative Agent may extend in its reasonable discretion).

SECTION 8. Expenses. VPI agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred by it in connection with this Amendment, including the reasonable and documented fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent.

SECTION 9. Amendments; Severability. (a) Once effective, this Amendment may not be amended nor may any provision hereof be waived except pursuant to Section 10.02 of the Credit Agreement.

(b)        If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10. GOVERNING LAW; Waiver of Jury Trial; Jurisdiction. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.10 and 10.11 of the Credit Agreement, as amended by this Amendment, are incorporated herein by reference, mutatis mutandis .

SECTION 11. Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.

SECTION 12. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic imaging means of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

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SCHEDULE 1

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

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ANNEX A

AMENDMENTS TO CREDIT AGREEMENT

[Attached]

Execution Version

Conformed for the First Incremental Amendment dated November 27, 2018

FOURTH AMENDED & RESTATED CREDIT AND GUARANTY AGREEMENT

dated as of June 1, 2018

among

VALEANT PHARMACEUTICALS INTERNATIONAL, INC.,

as the Parent,

VALEANT PHARMACEUTICALS INTERNATIONAL,

as a Borrower,

CERTAIN SUBSIDIARIES OF VALEANT PHARMACEUTICALS

INTERNATIONAL, INC.,

as Subsidiary Guarantors,

THE FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders and Issuing Banks,

BARCLAYS BANK PLC,

as Administrative Agent and Swingline Lender,

and

BARCLAYS BANK PLC,

GOLDMAN SACHS LENDING PARTNERS LLC,

JPMORGAN CHASE BANK, N.A.,

MORGAN STANLEY SENIOR FUNDING, INC.,

DNB MARKETS, INC.,

DEUTSCHE BANK SECURITIES INC.,

CITIGROUP GLOBAL MARKETS, INC.

and

RBC CAPITAL MARKETS, ¹

as Joint Lead Arrangers

and Joint Bookrunners,

HSBC BANK SECURITIES ( CANADA ) INC. ,

as Senior Co-Manager

and

SUNTRUST ROBINSON HUMPHREY, INC.,

as Co-Manager

TABLE OF CONTENTS

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SCHEDULES:

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FOURTH AMENDED & RESTATED CREDIT AND GUARANTY AGREEMENT

FOURTH AMENDED & RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of June 1, 2018 (this “ Agreement ”), by and among VALEANT PHARMACEUTICALS INTERNATIONAL, INC. a corporation continued under the laws of the province of British Columbia (the “ Parent ”), VALEANT PHARMACEUTICALS INTERNATIONAL, a Delaware corporation, (“ VPI ”), CERTAIN SUBSIDIARIES OF THE PARENT, as Subsidiary Guarantors, the Lenders from time to time party hereto, and BARCLAYS BANK PLC (“ Barclays ”), in its capacities as the Swingline Lender and as administrative agent and collateral agent for the Lenders (in its capacities as administrative and collateral agent, the “ Administrative Agent ”), with the persons listed on the cover page hereof as joint lead arrangers and joint bookrunners (in such capacities, collectively, the “ Arrangers ”).

RECITALS

A. The Parent, the Administrative Agent, certain Subsidiary Guarantors party hereto and certain lenders are parties to that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of February 13, 2012 (the “Original Closing Date”) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Existing Credit Agreement ”).

B. The parties hereto wish to amend and restate the Existing Credit Agreement on the terms and subject to the conditions set forth herein and in connection therewith and to effectuate the refinancing of all loans and obligations outstanding thereunder with the facilities provided for herein, including through (a) the issuance to the Rolling Term Lenders of Initial Term Loans concurrently with the discharge in full of the Rolling Term Loans outstanding under the Existing Credit Agreement and the repayment in full of the Non-Rolling Term Loans outstanding under the Existing Credit Agreement and (b) termination of the Revolving Commitments under and as defined in the Existing Credit Agreement and the repayment in full of any revolving loans incurred thereunder, in each case as set forth in further detail in the Restatement Agreement (collectively, the “ Refinancing ”).

C. To consummate the Transactions, including the Refinancing, it has been requested that the Lenders extend credit in the form of (a) Initial Term Loans to VPI in an original aggregate principal amount equal to $4,565,027,632.87 and (b) a Revolving Facility to the Borrowers with an available amount of $1,225,000,000, in each case, subject to increase as provided herein.

D. The Lenders are willing to extend such credit on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01.     Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate.

“ Acceptable Intercreditor Agreement ” means the First Lien Intercreditor Agreement, or another intercreditor agreement that is reasonably satisfactory to the Administrative Agent and the Parent (which may, if applicable, consist of a payment “waterfall”).

“ ACH ” means automated clearing house transfers.

“ Additional Agreement ” has the meaning assigned to such term in Section 9.09 .

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“ Additional Borrower ” has the meaning assigned to such term in Section 1.12(a) .

“ Additional Commitment ” means any commitment hereunder added pursuant to Sections 2.22 , 2.23 or 10.02(c) .

“ Additional Credit Facilities ” means any credit facilities added pursuant to Sections 2.22 , 2.23 or 10.02(c) .

“ Additional Lender ” has the meaning assigned to such term in Section 2.22(b) .

“ Additional Letter of Credit Facility ” means any facility established by any Borrower and/or any Restricted Subsidiary outside of this Agreement to obtain letters of credit, bank guarantees, bankers acceptances or other similar instruments required by customers, suppliers, landlords, regulators or Governmental Authorities or otherwise required in the ordinary course of business.

“ Additional Loans ” means any Additional Revolving Loans and any Additional Term Loans.

“ Additional Revolving Credit Commitment ” means any revolving credit commitment added pursuant to Sections 2.22 , 2.23 or 10.02(c)(ii) .

“ Additional Revolving Credit Exposure ” means, with respect to any Lender at any time, the aggregate Outstanding Amount at such time of all Additional Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s LC Exposure and Swingline Exposure, in each case, attributable to its Additional Revolving Credit Commitment.

“ Additional Revolving Facility ” means any revolving credit facility added pursuant to Sections 2.22 , 2.23 or 10.02(c)(ii) .

“ Additional Revolving Lender ” means any Lender with an Additional Revolving Credit Commitment or any Additional Revolving Credit Exposure.

“ Additional Revolving Loans ” means any revolving loan added pursuant to Sections 2.22 , 2.23 or 10.02(c)(ii) .

“ Additional Term Loan Commitment ” means any term loan commitment added pursuant to Sections 2.22 , 2.23 or 10.02(c)(i) .

“ Additional Term Loans ” means any term loan added pursuant to Sections 2.22 , 2.23 or 10.02(c)(i) .

“ Adjustment Date ” means the date of delivery of financial statements required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) , as applicable.

“ Administrative Agent ” has the meaning assigned to such term in the preamble to this Agreement.

“ Administrative Questionnaire ” has the meaning assigned to such term in Section 2.22(d) .

“ Adverse Proceeding ” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of the Parent or any of its Restricted Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign, whether pending or, to the knowledge of the Parent or any of its Restricted Subsidiaries, threatened in writing, against or affecting the Parent or any of its Restricted Subsidiaries or any property of the Parent or any of its Restricted Subsidiaries.

“ Affiliate ” means, as applied to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, that Person. None of the Administrative Agent, any Arranger, any Lender (other than any Affiliated Lender) or any of their respective Affiliates shall be considered an Affiliate of the Parent or any subsidiary thereof.

“ Affiliated Lender ” means the Parent and/or any of its Subsidiaries.

“ Affiliated Lender Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Affiliated Lender (with the consent of any party whose consent is required by Section 10.05 ) and accepted by the Administrative Agent in the form of Exhibit A-2 or any other form approved by the Administrative Agent and the Parent.

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“ Agents ” means each of the Administrative Agent and any other Person appointed under the Loan Documents to service in an agent or similar capacity.

“ Agreed Security Principles ” means the principles set forth in Schedule 1.01(d) .

“ Agreement ” has the meaning assigned to such term in the preamble to this Fourth Amended & Restated Credit and Guaranty Agreement.

“ Aggregate Payments ” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made (including the greater of the book value or fair market value of any assets sold) on or before such date by such Contributing Guarantor in respect of the Loan Guarantee or its obligations under any other Loan Document (including in respect of this Agreement), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Agreement. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Effective Rate in effect on such day plus 0.50%, (b) to the extent ascertainable, the Eurocurrency Rate (which rate shall be calculated based upon an Interest Period of one month and shall be determined on a daily basis based on the rate determined on such day for such Interest Period at 11:00 a.m. (London time)) plus 1.00%, (c) the Prime Rate and (d) solely with respect to Initial Term Loans and First Incremental Term Loans , if the Eurocurrency Rate is not ascertainable, 1.00%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Rate, as the case may be, shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Rate, as the case may be.

“ Alternate Currency ” means in the case of Revolving Loans and Letters of Credit, Canadian Dollars, Euros and each other currency that is approved in accordance with Section 1.10 .

“ Applicable Charges ” has the meaning assigned to such term in Section 10.19 .

“ Applicable Percentage ” means (a) with respect to any Term Lender of any Class, a percentage equal to a fraction the numerator of which is the aggregate outstanding principal amount of the Term Loans and unused Additional Term Loan Commitments of such Term Lender under such Class and the denominator of which is the aggregate outstanding principal amount of the Term Loans and unused Additional Term Loan Commitments of all Term Lenders under such Class and (b) with respect to any Revolving Lender of any Class, the percentage of the aggregate amount of the Revolving Credit Commitments of such Class represented by such Lender’s Revolving Credit Commitment of such Class; provided that for purposes of Section 2.21 and otherwise herein, when there is a Defaulting Lender, such Defaulting Lender’s Revolving Credit Commitment shall be disregarded for any relevant calculation. In the case of clause (b) , in the event that the Revolving Credit Commitments of any Class have expired or been terminated, the Applicable Percentage of any Revolving Lender of such Class shall be determined on the basis of the Revolving Credit Exposure of such Revolving Lender with respect to such Class, giving effect to any assignments and to any Revolving Lender’s status as a Defaulting Lender at the time of determination.

“ Applicable Price ” has the meaning assigned to such term in the definition of “Dutch Auction”.

“ Applicable Rate ” means, for any day, (a) for Initial Term Loans (i) in the case of ABR Loans, 2.00% per annum and (ii) in the case of Eurocurrency Rate Loans, 3.00% per annum and , (b)  for First Incremental Term Loans (i) in the case of ABR Loans, 1.75% per annum and (ii) in the case of Eurocurrency Rate Loans, 2.75% per annum and (c)  for Revolving Loans, the applicable rate per annum set forth below under the caption “ABR and Canadian Prime Rate Spread” or “Eurocurrency Rate and BA Rate Spread”, based upon the First Lien Leverage Ratio

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as of the last day of the most recently ended Test Period; provided that until the first Adjustment Date following the completion of at least one full Fiscal Quarter ended after the Closing Date, the “Applicable Rate” for any Revolving Loans shall be the applicable rate per annum set forth below in Category 1.

The Applicable Rate for Revolving Loans shall be adjusted quarterly on a prospective basis on each Adjustment Date based upon the First Lien Leverage Ratio in accordance with the table above; provided that (a) if financial statements are not delivered when required pursuant to Section 5.01(a) or (b) , as applicable, the “Applicable Rate” for Revolving Loans shall be the rate per annum set forth above in Category 1 until such financial statements are delivered in compliance with Section 5.01(a) or ( b) , as applicable and (b) the “Applicable Rate” for Revolving Loans shall be the rate per annum set forth above in Category 1 as of the first Business Day after an Event of Default shall have occurred and be continuing, and shall continue to so apply to (but excluding) the date on which such Event of Default is cured or waived (and thereafter the Applicable Rate otherwise determined in accordance with this definition shall apply).

In the event that Administrative Agent and Parent determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, then (i) Parent shall as soon as practicable deliver to Administrative Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Rate shall be determined as if the

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pricing level for such higher Applicable Rate were applicable for such Applicable Period and (iii) the applicable Borrower shall within three (3) Business Days thereof pay to the Administrative Agent the accrued additional amount owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with this Agreement. This paragraph shall not limit the rights of Administrative Agent and Lenders with respect to Section 2.13 and Article 8 .

The Applicable Rate for any Class of Additional Revolving Loans or Additional Term Loans shall be as set forth in the applicable Refinancing Amendment, Incremental Facility Amendment or Extension Amendment.

“ Approved Fund ” means, with respect to any Lender, any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities and is administered, advised or managed by (a) such Lender, (b) any Affiliate of such Lender or (c) any entity or any Affiliate of any entity that administers, advises or manages such Lender.

“ Approved Jurisdiction ” shall mean each of (i) the Grand Duchy of Luxembourg, Ireland and the Netherlands, (ii) a jurisdiction of another approved or existing Borrower and (iii) any other jurisdiction agreed to by the Parent and each Revolving Lender.

“ Arrangers ” has the meaning assigned to such term in the preamble to this Agreement.

“ Assignment Agreement ” means, collectively, each Assignment and Assumption and each Affiliated Lender Assignment and Assumption.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.05 ), and accepted by the Administrative Agent in the form of Exhibit A-1 or any other form approved by the Administrative Agent and the Parent.

“ Auction ” has the meaning assigned to such term in the definition of “Dutch Auction”.

“ Auction Agent ” means (a) the Administrative Agent or any of its Affiliates or (b) any other financial institution or advisor engaged by the Parent (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Auction pursuant to the definition of “Dutch Auction”.

“ Auction Amount ” has the meaning assigned to such term in the definition of “Dutch Auction”.

“ Auction Notice ” has the meaning assigned to such term in the definition of “Dutch Auction”.

“ Auction Party ” has the meaning assigned to such term in the definition of “Dutch Auction”.

“ Auction Response Date ” has the meaning assigned to such term in the definition of “Dutch Auction”.

“ Availability Period ” means the period from and including the Closing Date to but excluding the earliest of (a) the date of termination of the Initial Revolving Credit Commitments pursuant to Section 2.09 , (b) the date of termination of the Initial Revolving Credit Commitment of each Initial Revolving Lender to make Initial Revolving Loans and the obligation of each Issuing Bank to issue Letters of Credit pursuant to Section 7.01 and (c) the Initial Revolving Credit Maturity Date.