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LONG-TERM DEBT

9 Months Ended

Sep. 30, 2011

11. LONG-TERM DEBT

Long-term debt as of September 30, 2011 and December 31, 2010 comprised the following:

		Maturity Date	As of September 30 2011			As of December 31 2010

Senior Secured Term Loan Facility^(a)		December 2011	$	590,000		$	—
Revolving Credit Facility		December 2012		200,000			—
Term Loan A Facility				—			975,000
Revolving Credit Lines^(b)		May 2012		4,943			—
Term Loan Facility^(b)		May 2014		45,312			—
Senior Notes:
	6.50%	July 2016		950,000			—
	6.75%	October 2017		497,860			497,589
	6.875%	December 2018		993,210			992,498
	7.00%	October 2020		696,066			695,735
	6.75%	August 2021		650,000			—
	7.25%	July 2022		540,200			—
Convertible Notes:
	4.00%	November 2013		—			220,792
	5.375%^(c)	August 2014		41,798			196,763
Other				17,522			16,900

				5,226,911			3,595,277
Less current portion				(38,943	)		(116,900	)

			$	5,187,968		$	3,478,377

(a): This amount has been classified as Long-term debt as of September 30, 2011, as the Company has repaid the outstanding balance under the senior secured term loan facility with a portion of the net proceeds from the refinancing on October 20, 2011, as described below under "SUBSEQUENT EVENTS AND PENDING ACQUISITIONS — Senior Secured Credit Facilities".
(b): Represents obligations of Sanitas.
(c): Refer to note 12 — Securities Repurchase Program.

Senior Secured Term Loan Facility and Revolving Credit Facility

On August 10, 2011, Valeant entered into the Amended and Restated Credit and Guaranty Agreement (the "Credit Agreement") with the Company and certain of its subsidiaries as guarantors. The Credit Agreement amended and restated the terms of a credit agreement entered into on June 29, 2011, which provided for one-and-one-half-year $200.0 million senior secured revolving credit facility including a sublimit for the issuance of standby and commercial letters of credit and a sublimit for swing line loans (the "Revolving Credit Facility"). The Revolving Credit Facility remains in effect under the Credit Agreement, which additionally provides for a three-month $650.0 million senior secured term loan facility (the "Bridge Facility" and, together with the Revolving Credit Facility, the "Credit Facilities"). The Credit Agreement contains an uncommitted incremental term loan facility, pursuant to which one or more existing lenders or other lenders, at their sole discretion and subject to certain conditions, may provide up to an additional $500.0 million in term loans under the Bridge Facility upon Valeant's request. The loans under the Credit Facilities may be made to, and the letters of credit under the Revolving Credit Facility may be issued on behalf of, Valeant. All borrowings under the Credit Facilities are subject to the satisfaction of customary conditions, including the absence of a default or an event of default and the accuracy in all material respect of representations and warranties. The Bridge Facility and the Revolving Credit Facility mature on December 15, 2011 and December 29, 2012, respectively, and neither of them will amortize. As of September 30, 2011, $200.0 million in aggregate principal amount in revolving loans was outstanding under the Revolving Credit Facility and $590.0 million in aggregate amount in term loans was outstanding under the Bridge Facility.

Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to, at Valeant's option, either (a) a base rate determined by reference to the higher of (1) the prime rate, (2) the federal funds effective rate plus ¹/2 of 1%, and (3) a London Interbank Offered ("LIBO") rate determined by reference to the costs of funds for U.S. dollar deposits for a one-month interest period adjusted for certain additional costs plus 1%, or (b) a LIBO rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, plus an applicable margin in each case of (a) or (b). The applicable margin for borrowings under the Revolving Credit Facility is 2.0% with respect to base rate borrowings and 3.0% with respect to LIBO rate borrowings. As of September 30, 2011, the effective rate of interest on the Company's borrowings under the Revolving Credit Facility was 3.22%.

Term loans under the Bridge Facility bear interest at a rate per annum equal to, at Valeant's option, either (a) a base rate determined by reference to the higher of (1) the prime rate, (2) the federal funds effective rate plus ¹/2 of 1%, and (3) a LIBO rate determined by reference to the costs of funds for U.S. dollar deposits for a one-month interest period (after giving effect to the LIBO floor in respect of the term loans) adjusted for certain additional costs plus 1% (provided that the base rate in respect of the term loans shall at no time be less than 2%), or (b) a LIBO rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs (provided that the LIBO rate in respect of the term loans shall at no time be less than 1%), plus an applicable margin in each case of (a) or (b). The applicable margin for term loans under the Bridge Facility is 2.0% with respect to base rate borrowings and 3.0% with respect to LIBO rate borrowings. As of September 30, 2011, the effective rate of interest on the Company's term loans under the Bridge Facility was 4.0%.

In addition to paying interest on outstanding principal under the Credit Facilities, Valeant is required to pay a commitment fee of 0.75% per annum in respect of the unutilized commitments under the Revolving Credit Facility, payable quarterly in arrears. Valeant also is required to pay letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the applicable margin on LIBO rate borrowings under the Revolving Credit Facility on per annum basis, payable quarterly in arrears, as well as customary fronting fees for the issuance of letters of credit fees and agency fees.

Under certain circumstances, Valeant is required to make mandatory prepayments of the loans under the Credit Facilities, on a pro rata basis, subject to certain exceptions set forth in the Credit Agreement. Valeant is permitted to voluntarily reduce the unutilized portion of the revolving commitment amount and repay outstanding loans under the Revolving Credit Facility at any time without premium or penalty, other than customary "breakage" costs with respect to LIBO rate loans. In addition, Valeant also is permitted to voluntarily reduce the term loan commitment amount and repay outstanding loans under the Bridge Facility at any time without premium or penalty, other than customary "breakage" costs with respect to LIBO rate loans.

Valeant's obligations under the Credit Facilities, as well as certain hedging arrangements and cash management arrangements entered into with lenders under the Credit Facilities, are guaranteed by the Company and the same guarantors under the Company's indentures. Valeant's obligations and the obligations of the guarantors under the Credit Facilities and certain hedging arrangements and cash management arrangements entered into with lenders under the Credit Facilities are secured by first-priority security interests in substantially all tangible and intangible assets of Valeant and the guarantors, including 100% of the capital stock of Valeant and each domestic subsidiary of Valeant, 65% of the capital stock of each foreign subsidiary of Valeant that is directly owned by Valeant or a guarantor, and 100% of the capital stock of Valeant and each other subsidiary of the Company (other than Valeant's subsidiaries) that is owned by a guarantor, in each case subject to certain exclusions set forth in the credit documentation governing the Credit Facilities.

The Credit Facilities contain a number of covenants that, among other things and subject to certain exceptions, restrict Valeant's ability and the ability of the Company and its subsidiaries to: incur additional indebtedness; create liens; enter into agreements and other arrangements that include negative pledge clauses; pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness; create restrictions on the payment of dividends or other distributions by subsidiaries; make investments, loans, advances and acquisitions; merge, amalgamate or sell assets, including equity interests of the subsidiaries; enter into sale and leaseback transactions; engage in transactions with affiliates; enter into new lines of business; and enter into amendments of or waivers under subordinated indebtedness, organizational documents and certain other material agreements.

The Credit Agreement requires that at any time that loans, letters of credit or term loan commitments are outstanding and as a condition to borrowing, Valeant maintain a maximum leverage ratio of 4.75 to 1.00 as of the last day of each fiscal quarter. The Credit Agreement also contains certain customary affirmative covenants and events of default. If an event of default, as specified in the Credit Agreement, shall occur and be continuing, Valeant may be required to repay all amounts outstanding under the Credit Facilities. As of September 30, 2011, Valeant was in compliance with all covenants associated with the Credit Facilities.

As described below under "SUBSEQUENT EVENTS AND PENDING ACQUISITIONS — Senior Secured Credit Facilities", the Credit Agreement was further amended and restated on October 20, 2011, and the outstanding balances under the Credit Facilities were repaid with a portion of the net proceeds therefrom.

Term Loan A Facility

On September 27, 2010, Valeant and certain of its subsidiaries entered into a Credit and Guaranty Agreement (the "Old Credit Agreement") with a syndicate of lending institutions, consisting of (1) a four-and-one-half-year non-amortizing $125.0 million revolving credit facility, (2) a five-year amortizing $1.0 billion term loan A facility (the "Term Loan A Facility"), and (3) a six-year amortizing $1.625 billion term loan B facility (the "Term Loan B Facility"). Effective November 29, 2010, the Term Loan B Facility was prepaid in full. Effective March 8, 2011, Valeant terminated the Old Credit Agreement, using a portion of the net proceeds from the 2016 Notes and 2022 Notes offering (as described below) to prepay the amounts outstanding under the Term Loan A Facility and cancel the undrawn revolving credit facility.

Revolving Credit Lines and Term Loan Facility

In connection with the acquisition of Sanitas, the Company assumed Sanitas's outstanding long-term debt, including current portion, of approximately $67.1 million at the Sanitas Acquisition Date. Sanitas currently has a Facility Agreement (the "Agreement") and a Revolving Credit Line Agreement (together, the "Sanitas Credit Facilities") with two financial institutions.

The Agreement provides for a 310.0 million Polish zloty (approximately $93.8 million as of September 30, 2011) term loan facility, maturing in May 2014 (the "Term Loan Facility"). The term loans, including interest, are payable in equal installments of €3.1 million at the end of each February, May, August and November. As of September 30, 2011, $45.3 million, in the aggregate, of term loans was outstanding under the Term Loan Facility.

The Term Loan Facility bears interest at a rate based on the three-month Euro Interbank Offered Rate plus a margin. The margin for the term loans under the Term Loan Facility is subject to the ratio of Financial Indebtedness (as defined in the Agreement) to EBITDA as follow: (1) if the ratio is greater than 3.00:1.00, the margin is 360 basis points, (2) if the ratio is less than 3.00:1.00 but greater than 2.00:1.00, the margin is 300 basis points, or (3) if the ratio is less than 2.00:1.00, the margin is 250 basis points. As of September 30, 2011, the effective rate of interest on the borrowings under the Term Loan Facility was 4.17%.

The Revolving Credit Line Agreement provides 20.0 million Polish zloty (approximately $6.0 million as of September 30, 2011), maturing in May 2012 (the "Revolving Credit Lines"). As of September 30, 2011, $4.9 million, in the aggregate, was outstanding under the Revolving Credit Lines.

The Revolving Credit Lines bear interest at a rate based on the one-month Warsaw Interbank Offered Rate plus a 1.9% margin, which is payable monthly. As of September 30, 2011, the effective rate of interest on the borrowings under the Revolving Credit Lines was 6.86%.

The borrowings under the Sanitas Credit Facilities are secured by the assets of Sanitas, including real estate and accounts receivable. The Sanitas Credit Facilities require Sanitas to maintain certain financial covenants as follows: (1) the EBITDA to debt service ratio shall not be lower than 1.20; (2) the Financial Indebtedness to EBITDA ratio shall not be higher than 3.00:1.00; and (3) the EBITDA to Interest ratio shall not be lower than 2.00. As of September 30, 2011, Sanitas was in compliance with all covenants associated with the Sanitas Credit Facilities.

2016 Notes and 2022 Notes

On March 8, 2011, Valeant issued $950.0 million aggregate principal amount of 6.50% senior notes due 2016 (the "2016 Notes") and $550.0 million aggregate principal amount of 7.25% senior notes due 2022 (the "2022 Notes") in a private placement. The 2016 Notes will mature on July 15, 2016 and the 2022 Notes will mature on July 15, 2022. The 2016 Notes accrue interest at the rate of 6.50% per year and the 2022 Notes accrue interest at the rate of 7.25% per year, payable semi-annually in arrears on each January 15 and July 15, commencing on July 15, 2011. The 2016 Notes were issued at par and the 2022 Notes were issued at 98.125% of par for an effective annual yield of 7.50%. The 2016 Notes and 2022 Notes are senior unsecured obligations of Valeant and are jointly and severally guaranteed on a senior unsecured basis by the Company and each of the Company's subsidiaries (other than Valeant) that is a guarantor under its other senior notes. Certain of the future subsidiaries of Valeant and the Company may be required to guarantee the 2016 Notes and 2022 Notes.

Net proceeds of the 2016 Notes and 2022 Notes offering of $975.0 million were used to prepay the amount outstanding under Valeant's Term Loan A Facility, as described above. In addition, net proceeds of $274.8 million were used to fund the repurchase of common shares of the Company from ValueAct Capital Master Fund, L.P. ("ValueAct") in March 2011 (as described in note 12).

Valeant may redeem all or a portion of the 2016 Notes at any time prior to July 15, 2013, and the 2022 Notes at any time prior to July 15, 2016, in each case, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a "make-whole" premium. On or after July 15, 2013, Valeant may redeem all or a portion of the 2016 Notes and, on or after July 15, 2016, Valeant may redeem all or a portion of the 2022 Notes, in each case at the redemption prices applicable to the 2016 Notes or the 2022 Notes, as set forth in the 2016 Notes and 2022 Notes indenture, plus accrued and unpaid interest to the date of redemption of the 2016 Notes or the 2022 Notes, as applicable. In addition, prior to July 15, 2013 for the 2016 Notes and July 15, 2014 for the 2022 Notes, Valeant may redeem up to 35% of the aggregate principal amount of either the 2016 Notes or the 2022 Notes, at redemption prices of 106.500% and 107.250%, respectively, of the principal amount thereof, plus accrued and unpaid interest to the redemption date, in each case with the net proceeds of certain equity offerings.

If Valeant or the Company experiences a change in control, Valeant may be required to repurchase the 2016 Notes or 2022 Notes, as applicable, in whole or in part, at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the purchase date of the 2016 Notes or the 2022 Notes, as applicable.

The 2016 Notes and 2022 Notes indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to, among other things: incur or guarantee additional debt; make certain investments and other restricted payments; create liens; enter into transactions with affiliates; engage in mergers, consolidations or amalgamations; repurchase capital stock, repurchase subordinated debt and make certain investments; and transfer and sell assets. If an event of default, as specified in the 2016 Notes and 2022 Notes indenture, shall occur and be continuing, either the trustee or the holders of a specified percentage of the 2016 Notes and 2022 Notes may accelerate the maturity of all the 2016 Notes and 2022 Notes.

2021 Notes

On February 8, 2011, Valeant issued at par $650.0 million aggregate principal amount of 6.75% senior notes due 2021 (the "2021 Notes") in a private placement. Interest on the 2021 Notes accrues at the rate of 6.75% per year and will be payable semi-annually in arrears on each February 15 and August 15, commencing on August 15, 2011. The 2021 Notes will mature on August 15, 2021. The 2021 Notes are senior unsecured obligations of Valeant and are jointly and severally guaranteed on a senior unsecured basis by the Company and each of the Company's subsidiaries (other than Valeant) that is a guarantor under its other senior notes. Certain of the future subsidiaries of Valeant and the Company may be required to guarantee the 2021 Notes.

The net proceeds of the 2021 Notes offering were used principally to finance the acquisitions of PharmaSwiss (as described in note 3) and Zovirax® (as described in note 4).

Valeant may redeem all or a portion of the 2021 Notes at any time prior to February 15, 2016, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a "make-whole" premium. On or after February 15, 2016, Valeant may redeem all or a portion of the 2021 Notes at the redemption prices applicable to the 2021 Notes as set forth in the 2021 Notes indenture, plus accrued and unpaid interest to the date of redemption of the 2021 Notes. In addition, prior to February 15, 2014, Valeant may redeem up to 35% of the aggregate principal amount of the 2021 Notes at a redemption price of 106.750% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of certain equity offerings.

If Valeant or the Company experiences a change in control, Valeant may be required to repurchase the 2021 Notes, in whole or in part, at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the purchase date of the 2021 Notes.

The 2021 Notes indenture contains covenants substantially consistent with those contained in the 2016 Notes and 2022 Notes indenture (as described above).

4.0% Convertible Notes

On April 20, 2011, the Company distributed a notice of redemption to holders of Valeant's 4.0% convertible subordinated notes due 2013 (the "4.0% Convertible Notes"), pursuant to which all of the outstanding 4.0% Convertible Notes would be redeemed on May 20, 2011 (the "Redemption Date"), at a redemption price of 100% of the outstanding aggregate principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date. The 4.0% Convertible Notes called for redemption could be converted at the election of the holders at any time before the close of business on May 19, 2011. Consequently, all of the outstanding 4.0% Convertible Notes were converted into 17,782,764 common shares of the Company, at a conversion rate of 79.0667 common shares per $1,000 principal amount of notes, which represented a conversion price of approximately $12.65 per share.

Immediately prior to settlement, the carrying amount of the liability component of the 4.0% Convertible Notes was $221.4 million and the estimated fair value of the liability component was $226.0 million. The difference of $4.6 million between the carrying amount and the estimated fair value of the liability component was recognized as a loss on extinguishment of debt in the three-month period ended June 30, 2011. The difference of $666.0 million between the estimated fair value of the liability component of $226.0 million and the aggregate fair value of the common shares issued to effect the settlement of $892.0 million resulted in charges to additional paid-in capital and accumulated deficit of $226.0 million and $440.0 million, respectively.

With respect to Valeant's call option agreements in respect of the shares underlying the conversion of $200.0 million principal amount of the 4.0% Convertible Notes, these agreements consisted of purchased call options on 15,813,338 common shares, which matured on May 20, 2011, and written call options on the identical number of shares, which matured on August 18, 2011. Following the Merger Date, these call options were to be settled in common shares of the Company. In June 2011, 11,479,365 common shares were received on the net-share settlement of the purchased call options, which common shares were subsequently cancelled.

In September 2011, Valeant amended the written call option agreements so that Valeant could elect to settle all or some of the written call options in cash. In the three-month period ended September 2011, Valeant paid $66.9 million in cash and issued 7,518,595 of its common shares on a net-share basis to settle the written call options. Subsequent to September 30, 2011, 961,461 common shares were issued on a net-share basis to complete the settlement of the written call options.