SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement is entered into this 24th day of February 1998, by and between
BANQUE NATIONALE DE PARIS, Los Angeles Branch (the "Bank"), and ICN PHARMACEUTICALS,
INC., a Delaware corporation (the "Borrower").
WHEREAS, the Bank and the Borrower have entered into that certain Credit Agreement dated as of March 31,
1997 (as amended by the First Amendment to Credit Agreement dated as of August 13, 1997, and as further
amended from time to time, the "Credit Agreement") in connection with the making by the Bank of revolving
credit loans and the issuance of letters of credit.
WHEREAS, the Borrower has requested the Bank to issue a standby letter of credit (the "Standby Letter of
Credit") in the amount of $28,300,000 for the account of the Borrower and for the benefit of SmithKline
WHEREAS, in connection with the Standby Letter of Credit, the Bank and the Borrower desire to make certain
amendments to the Credit Agreement to (i) increase the Commitment, (ii) extend the Maturity Date, (iii) permit
additional indebtedness and (iv) include an Account Pledge Agreement.
NOW, THEREFORE, the Bank and the Borrower, in consideration of the foregoing recitals and covenants
contained herein, do hereby agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is, effective as of the date
first set forth above (the "Effective Date") but subject to fulfillment of the conditions set forth in Section 2 below,
hereby amended as follows:
(a) The definition of "Commitment" in Section 1.1 is amended in the following manner:
The amount of "$15,000,000" referred to therein is deleted and a new amount of "$28,300,000" is substituted in
(b) The definition of "Maturity Date" in Section l .l is amended in the following manner:
The date of "March 31, 1999" referred to therein is deleted and a new date of "December 31, 1999" is
substituted in its place.
(c) Section 5.9, Additional Indebtedness, is amended i