ALLERGAN INC
EXHIBIT 10.54
<DOCUMENT>
<TYPE>EX-10.54
<SEQUENCE>7
<FILENAME>a93588exv10w54.txt
<DESCRIPTION>EXHIBIT 10.54
<TEXT>
<PAGE>
                                                                   Exhibit 10.54


                      THIRD AMENDMENT TO CREDIT AGREEMENT

            This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated
as of October 15, 2003, and entered into by and among ALLERGAN, NC. (the
"Company"), the banks and other financial institutions signatory hereto that are
parties as Banks to the Credit Agreement referred to below (the "Banks"),
JPMORGAN CHASE BANK, as administrative agent (in such capacity, the
"Administrative Agent"), CITICORP USA INC., as syndication agent, and BANK OF
AMERICA, N.A., as documentation agent.

                                    Recitals

            A.    The Company, the Banks, and the Agents have entered into that
certain Credit Agreement dated as of October 11, 2002 (as heretofore amended,
the "Credit Agreement"), by and among the Company, the Eligible Subsidiaries
referred to therein, the Banks party thereto, the Administrative Agent, Citicorp
USA Inc., as syndication agent, and Bank of America, N.A., as documentation
agent. Capitalized terms used in this Amendment without definition shall have
the meanings given such terms in the Credit Agreement.

            B.    The Company has requested a certain amendment to the Credit
Agreement.

            C.    The Banks and the Administrative Agent are willing to agree to
the amendment requested by the Company, on the terms and conditions set forth in
this Amendment.

                                   Agreement

            NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the Company, the Banks, and the Administrative
Agent agree as follows:

            1.    Amendment to Section 1.01 of the Credit Agreement. The
definition of Consolidated Net Worth contained in Section 1.01 of the Credit
Agreement is hereby amended in its entirety to read as follows:

                  "Consolidated Net Worth" means at any date (i) the
      consolidated stockholders' equity of the Company and its Consolidated
      Subsidiaries determined as of such date less (ii) (to the extent reflected
      in determining such consolidated stockholders' equity) all write-ups
      (other than write-ups resulting from foreign currency translations and
      write-ups of assets of a going concern business made within twelve months
      after the acquisition of such business) subsequent to June 28, 2002 in the
      book value of any asset owned by the Company or a Consolidated Subsidiary
      plus (iii) the amount of the reduction in such consolidated stockholders'
      equity which results directly from the lump sum payment made pursuant to
      the Settlement Agreement between the Company, et.al., on the one hand, and
      Pharmacia Corporation, et.al., and Columbia University, on the other hand,
      dated October 2002, resolving intellectual property disputes involving
      Lumigan(R) and the lump sum payment relating thereto; provided, however,
      that the amount of the addition pursuant to this clause (iii) shall not
      exceed $100,000,000, plus (iv) the amount of the reduction in such
      consolidated stockholders' equity which results directly from the in
      process research and development charge related to the Company's
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      acquisition of Bardeen Sciences Company LLC; provided, however, that the
      amount of the addition pursuant to this clause (iv) shall not exceed
      $260,000,000 plus (v) the amount of the reduction in such consolidated
      stockholders' equity which results directly from the in process research
      and development charge related to the Company's acquisition of Oculex
      Pharmaceuticals, Inc.; provided, however, that the amount of the addition
      pursuant to this clause (v) shall not exceed $230,000,000.

            2.    Representations and Warranties. The Company represents and
warrants that:

                  (a)   Corporate Existence and Power. The Company is a
      corporation duly incorporated, validly existing and in good standing under
      the laws of Delaware, and has all corporate powers and all material
      governmental licenses, authorizations, consents and approvals required to
      carry on its business as now conducted.

                  (b)   Corporate and Governmental Authorization. The execution,
      delivery and performance by the Company of this Amendment and the
      performance by the Company of the Credit Agreement, as amended by this
      Amendment (the "Amended Credit Agreement"), are within the Company's
      corporate powers, have been duly authorized by all necessary corporate
      action, require no action by or in respect of, or filing with, any
      governmental body, agency or official under any provision of law or
      regulation applicable to the Company, and do not contravene, or constitute
      a default under, any provision of law or regulation applicable to the
      Company or of the restated certificate of incorporation or by-laws of the
      Company or of any agreement, judgment, injunction, order, decree or other
      instrument binding upon the Company or any of its Subsidiaries or result
      in the creation or imposition of any Lien on any asset of the Company or
      any of its Subsidiaries.

                  (c)   Binding Effect. This Amendment and the Amended Credit
      Agreement constitute the legal, valid and binding obligations of the
      Company.

                  (d)   No Default. Immediately before and after giving effect
      to this Amendment, no Default has occurred and is continuing.

            3.    Effectiveness. This Amendment shall be effective on the date
when (i) this Amendment shall have been signed, and counterparts hereof shall
have been delivered to the Administrative Agent (by hand delivery, mail or
telecopy), by the Company and the Required Banks and (ii) the Company's
acquisition of Oculex Pharmaceuticals, Inc. shall have been consummated.

            4.    Effect of Amendment; Ratification. From and after the date on
which this Amendment becomes effective, all references to the Credit Agreement
shall mean the Credit Agreement as amended hereby. Except as expressly amended
hereby or waived herein, the Credit Agreement and the Notes shall remain in full
force and effect, and all terms and provisions thereof are hereby ratified and
confirmed. The Company confirms that as amended hereby, each of the Amended
Credit Agreement and the Notes is in full force and effect.


                                       2
<PAGE>
            5.    Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

            6.    Counterparts; Integration. This Amendment may be signed in any
number of counter parts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Amendment constitutes the entire agreement and understanding among the
parties hereto and supersedes any and all prior agreements and understandings,
oral or written, related to the subject matter hereof.

            7.    Termination. If, at any time prior to the effectiveness of
this Amendment pursuant to Section 3, the Company elects, for any reason, not to
pursue its acquisition of Oculex Pharmaceuticals, Inc., the Company may
terminate this Amendment by giving written notice to the Administrative Agent of
such election, and immediately upon delivery of such written notice, this
Amendment shall terminate and shall be null and void ab initio, and may be
replaced by another Third Amendment to Credit Agreement.


                                       3
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            IN WITNESS WHEREOF, each of the undersigned has duly executed this
Third Amendment to Credit Agreement as of the date set forth above.

                                     ALLERGAN,


                                     By:  /s/ Eric K. Brandt
                                          --------------------------------------
                                          Name:   Eric K. Brandt
                                                  ------------------------------
                                          Title:  Corporate Vice President,
                                                  ------------------------------
                                                  Chief Financial Officer


                                     By:  /s/ James M. Hindman
                                          --------------------------------------
                                          Name:   James M. Hindman
                                                  ------------------------------
                                          Title:  Sr. Vice President, Treasury,
                                                  ------------------------------
                                                  Risk and Investor Relations

                                     JPMORGAN CHASE BANK



                                     By:  /s/ Laura J. Cumming
                                          --------------------------------------
                                          Name:   Laura J. Cumming
                                                  ------------------------------
                                          Title:  Vice President
                                                  ------------------------------

                                     CITICORP USA, INC.



                                     By:  /s/ Jason Zeroll
                                          --------------------------------------
                                          Name:   Jason Zeroll
                                                  ------------------------------
                                          Title:  Vice President
                                                  ------------------------------


                                     BANK OF AMERICA, N.A.



                                     By:  /s/ Kevin Bertelsen
                                          --------------------------------------
                                          Name:   Kevin Bertelsen
                                                  ------------------------------
                                          Title:  Vice President
                                                  ------------------------------


                                      S-1
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                                     BANK ONE, NA



                                     By:  /s/ L. Richard Schiller
                                          --------------------------------------
                                          Name:   L. Richard Schiller
                                                  ------------------------------
                                          Title:  Director
                                                  ------------------------------


                                     ABN-AMRO BANK N.V.


                                     By:  /s/ Alexander M. Blodi
                                          --------------------------------------
                                          Name:   Alexander M. Blodi
                                                  ------------------------------
                                          Title:  Director
                                                  ------------------------------


                                     By:  /s/ Todd J. Miller
                                          --------------------------------------
                                          Name:   Todd J. Miller
                                                  ------------------------------
                                          Title:  Assistant Vice President
                                                  ------------------------------


                                      S-2

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