AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

Exhibit 10.2

EXECUTION VERSION

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED

CREDIT AND GUARANTY AGREEMENT

This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13, 2012 (this “Amendment No. 1”), is made in reference to the Second Amended and Restated Credit and Guaranty Agreement, dated as of October 20, 2011, by and among VALEANT PHARMACEUTICALS INTERNATIONAL, INC., a corporation continued under the federal laws of Canada (“Borrower”), certain Subsidiaries of Borrower, as Guarantors, Xxxxxxx Xxxxx Lending Partners LLC, as administrative agent (in such capacity, the “Administrative Agent”), swing line lender and collateral agent (in such capacity, the “Collateral Agent”) and the lenders party thereto (the “Existing Lenders”) (as amended by the Joinder Agreement dated as of December 19, 2011, the “Existing Credit Agreement”). All capitalized terms not otherwise defined in this Amendment No. 1 have the same meanings as specified in the Credit Agreement (as defined in Section 1 below).

W I T N E S S E T H:

WHEREAS, on the date hereof, Borrower, the Guarantors, the Administrative Agent, the Tranche B Term Loan Lenders (as defined below) and the Requisite Lenders (as defined in the Existing Credit Agreement) desire to amend and restate the Existing Credit Agreement to, among other things, (i) provide for Tranche B Term Loans (as defined in the Credit Agreement) thereunder, (ii) modify certain covenants and (iii) make certain other modifications as set forth in the Credit Agreement;

WHEREAS, each financial institution identified on a Lender Addendum in the form of Exhibit A hereto, dated and signed by such institution (“Lender Addendum”) as a “Lender” (each, a “Tranche B Term Loan Lender” and collectively, the “Tranche B Term Loan Lenders”) has agreed severally, on the terms and conditions set forth herein and in the Credit Agreement, (a) to provide Tranche B Term Loan Commitments (as defined in the Credit Agreement) in the amount set forth opposite such Tranche B Term Loan Lender’s name on Appendix A hereto (the Tranche B Term Loan Commitments are referred to herein as the “Commitments”) and (b) to become a “Lender” for all purposes under the Credit Agreement;

WHEREAS, on the date hereof, the Grantors (as defined in the Amended and Restated Pledge and Security Agreement, dated as of October 20, 2011 (the “Pledge and Security Agreement”), among certain Subsidiaries of Borrower, as Grantors, and the Collateral Agent) and the Collateral Agent desire to amend and restate the Pledge and Security Agreement;

WHEREAS, pursuant to Section 10.5 of the Existing Credit Agreement, the consent of the Existing Lenders is required for the effectiveness of this Amendment No. 1; and

WHEREAS, the Administrative Agent, the Collateral Agent, the Credit Parties, each Tranche B Term Loan Lender and each Existing Lender signatory hereto are willing to so agree, subject to the conditions set forth herein.

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

SECTION 1. Amendment and Restatement.

Effective as of the Restatement Date (as defined in Section 3 below), and subject to the terms and conditions set forth herein and in the Credit Agreement, upon the satisfaction of the conditions in Section 3 herein, the parties hereto agree that:

(a) (i) the Existing Credit Agreement is hereby amended and restated, without novation, in the form of Annex A hereto (the Existing Credit Agreement, as so amended and restated, being referred to as the “Credit Agreement”), (ii) the Schedules attached to the Credit Agreement shall replace in their entirety the corresponding Schedules attached to the Existing Credit Agreement, or constitute new Schedules to the Credit Agreement, as applicable and (iii) the Exhibits attached to the Credit Agreement shall replace in their entirety the corresponding Exhibits attached to the Existing Credit Agreement, if any, or constitute new Exhibits to the Credit Agreement, as applicable; and

(b) the Pledge and Security Agreement, including all exhibits and schedules thereto, is hereby amended and restated, without novation, in the form of Annex B hereto (the Pledge and Security Agreement, as so amended and restated, being referred to as the “Amended Pledge and Security Agreement”).

SECTION 2. Tranche B Term Loan Lenders.

Each Tranche B Term Loan Lender hereby agrees, on the terms and conditions set forth herein and in the Credit Agreement, to make Loans to Borrower on or after the Restatement Date in accordance with Section 2.1 of the Credit Agreement. The Tranche B Term Loan Lenders shall, effective on the Restatement Date, become party to the Credit Agreement as “Lenders”.

SECTION 3. Effectiveness.

(a) This Amendment No. 1 shall become effective on and as of the date (such date the “Execution Date”) on which (i) this Amendment No. 1 shall have been executed and delivered by (A) each Credit Party, (B) each Existing Lender, (C) the Administrative Agent and (D) the Collateral Agent, and (ii) each Tranche B Term Loan Lender shall have executed and delivered a Lender Addendum in the form of Exhibit A hereto (it being understood and agreed that Sections 1 and 2 of this Amendment No. 1 shall not become effective until each of the conditions set forth in Section 3.1 of the Credit Agreement has been satisfied).

(b) The provisions of Sections 1 and 2 of this Amendment No. 1, the Credit Agreement and the Amended Pledge and Security Agreement shall become effective on the date (such date, the “Restatement Date”) on which each of the conditions set forth in Section 3.1 of the Credit Agreement has been satisfied in accordance with the terms thereof.

(c) The Administrative Agent shall have received from the Borrower a non-refundable fee, for the account of each Lender that has delivered an executed signature page hereto on or prior to 3:00 p.m., New York City time, February 8, 2012 (the “Consent Deadline”) equal to 0.05% of the principal amount of the Loans held by such Lender as of the Consent Deadline.

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SECTION 4. Representations and Warranties.

By its execution of this Amendment No. 1, Borrower hereby represents and warrants to the Agents and the Lenders that:

(A) this Amendment No. 1 has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of each Credit Party hereto, enforceable against such Credit Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity;

(B) the execution, delivery and performance by Credit Parties of this Amendment No. 1 and the other Credit Documents to which they are parties and the consummation of the transactions contemplated by this Amendment No. 1 and the other Credit Documents do not and will not (a) violate (i) any provision of any Applicable Law, (ii) any of the Organizational Documents of Borrower or any of its Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding on Borrower or any of its Subsidiaries, except with respect to clauses (i) and (iii) to the extent that such violation could not reasonably be expected to have a Material Adverse Effect; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Borrower or any of its Subsidiaries, except to the extent that such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Borrower or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Borrower or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Execution Date and disclosed in writing to Lenders and except for any such approval or consent the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect;

(C) each of the representations and warranties contained in Section 4 of the Credit Agreement is true as of the Execution Date and Restatement Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct on and as of such earlier date; and

(D) there is no Default or Event of Default as of the Execution Date or Restatement Date.

SECTION 5. Amendment, Modification and Waiver.

This Amendment No. 1 may not be amended, modified or waived except in accordance with Section 10.5 of the Credit Agreement.

SECTION 6. Reference to and Effect on Credit Documents.

(a) On and after the Restatement Date, each reference in the Existing Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the Credit Agreement (i.e., the Existing Credit Agreement, as amended by this Amendment No. 1), and each reference in the other Credit Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the Credit Agreement (i.e., the Existing Credit Agreement, as amended by this Amendment No. 1). It is understood and agreed that this Amendment No. 1 is a Credit Document.

(b) On and after the Restatement Date, each reference in the Pledge and Security Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Pledge and Security Agreement shall mean and be a reference to the Amended Pledge and Security Agreement, and

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each reference in the other Credit Documents to “the Pledge and Security Agreement,” “thereunder,” “thereof” or words of like import referring to the Pledge and Security Agreement shall mean and be a reference to the Amended Pledge and Security Agreement.

SECTION 7. Reaffirmation.

(a) Each Credit Party hereby expressly acknowledges the terms of this Amendment No. 1 and affirms or reaffirms, as applicable, as of the date hereof, the covenants and agreements contained in each Credit Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment No. 1 and the transactions contemplated hereby.

(b) Each Credit Party, by its signature below, hereby affirms and confirms (1) its obligations under each of the Credit Documents to which it is a party, and (2) the pledge of and/or grant of a security interest in its assets as Collateral to secure such Obligations, all as provided in the Collateral Documents as originally executed, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents.

SECTION 8. Entire Agreement.

This Amendment No. 1, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein and in the Credit Documents, this Amendment No. 1 shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Credit Documents, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Documents all of which are ratified and affirmed in all respects and shall continue in full force and effect as in effect prior to the effectiveness of this Amendment No. 1.

SECTION 9. Governing Law.

THIS AMENDMENT NO. 1 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 10.15 OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT NO. 1 AND SHALL APPLY HERETO.

SECTION 10. Severability.

In case any provision in or obligation hereunder 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 11. Counterparts.

This Amendment No. 1 may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart to this Amendment No. 1 by facsimile transmission or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Amendment No. 1.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment No. 1 as of the date first written above.

VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
By:		/s/ Xxxxx Xx Xxxxx
		Name: Xxxxx Xx Xxxxx
		Title: President & Chief Operating Officer
VALEANT PHARMACEUTICALS INTERNATIONAL
By:		/s/ Xxxxx Xx Xxxxx
		Name: Xxxxx Xx Xxxxx
		Title: President & Chief Operating Officer
ATON PHARMA, INC.
By:		/s/ Xxxxx Xx Xxxxx
		Name: Xxxxx Xx Xxxxx
		Title: President & Chief Operating Officer
XXXXX LABORATORIES, LTD.
By:		/s/ Xxxxx Xx Xxxxx
		Name: Xxxxx Xx Xxxxx
		Title: President & Chief Operating Officer
DOW PHARMACEUTICAL SCIENCES, INC.
By:		/s/ Xxxxx Xx Xxxxx
		Name: Xxxxx Xx Xxxxx
		Title: President & Chief Operating Officer

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

VALEANT PHARMACEUTICALS NORTH AMERICA LLC
By:		/s/ Xxxxx Xx Xxxxx
		Name: Xxxxx Xx Xxxxx
		Title: President
XX. XXXXXX’X PRIVATE FORMULA INTERNATIONAL, INC.
By:		/s/ Xxxxx Xx Xxxxx
		Name: Xxxxx Xx Xxxxx
		Title: President
OCEANSIDE PHARMACEUTICALS, INC.
By:		/s/ Xxxxx Xx Xxxxx
		Name: Xxxxx Xx Xxxxx
		Title: President
PRINCETON PHARMA HOLDINGS, LLC
By:		/s/ Xxxxx Xx Xxxxx
		Name: Xxxxx Xx Xxxxx
		Title: President
PRIVATE FORMULA CORP.
By:		/s/ Xxxxx Xx Xxxxx
		Name: Xxxxx Xx Xxxxx
		Title: President

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

XXXXXX SKIN CARE LABORATORIES, INC.
By:		/s/ Xxxxx Xx Xxxxx
		Name: Xxxxx Xx Xxxxx
		Title: President
VALEANT BIOMEDICALS, INC.
By:		/s/ Xxxxx Xx Xxxxx
		Name: Xxxxx Xx Xxxxx
		Title: President
BIOVAIL AMERICAS CORP.
By:		/s/ Xxxxx Xx Xxxxx
		Name: Xxxxx Xx Xxxxx
		Title: President
PRESTWICK PHARMACEUTICALS, INC.
By:		/s/ Xxxxx Xx Xxxxx
		Name: Xxxxx Xx Xxxxx
		Title: President
VALEANT HOLDINGS (BARBADOS) SRL
By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: VP, Commercial & Technical Operations
VALEANT INTERNATIONAL (BARBADOS) SRL
By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: VP, Commercial & Technical Operations

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

BIOVAIL LABORATORIES INTERNATIONAL (BARBADOS) SRL
By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: VP, Commercial & Technical Operations
HYTHE PROPERTY INCORPORATED
By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: VP, Commercial & Technical Operations
VALEANT CANADA GP LIMITED
By:		/s/ Xxxxxx X. Xxxx-Onn
		Name: Xxxxxx X. Xxxx-Onn
		Title: Vice President
VALEANT CANADA LP by its sole general partner, VALEANT CANADA GP LIMITED
By:		/s/ Xxxxxx X. Xxxx-Onn
		Name: Xxxxxx X. Xxxx-Onn
		Title: Director

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

V-BAC HOLDING CORP.
By:		/s/ Xxxxxx X. Xxxx-Onn
		Name: Xxxxxx X. Xxxx-Onn
		Title: Vice President
BIOVAIL INTERNATIONAL, S.À.X.X.
By:		/s/ Xxx Xx Ang
		Name: Xxx Xx Ang
		Title: Director
PHARMASWISS SA
By:		/s/ Matthias Courvoisier
		Name: Matthias Courvoisier
		Title: Director

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

Signed by Valeant Holdco 2 Pty Ltd (ACN 154 341 367) in accordance with section 127 of the Corporations Xxx 0000 by two directors:
/s/ Xxxxxx Xxxx-Onn				/s/ Xxxxx Xx Xxxxx
Signature of director				Signature of director
Xxxxxx Xxxx-Onn				Xxxxx Xx Xxxxx
Name of director (please print)				Name of director (please print)
Signed by Wirra Holdings Pty Limited (ACN 122 216 577) in accordance with section 127 of the Corporations Xxx 0000 by two directors:
/s/ Xxxxxx X. Xxxx-Onn				/s/ Xxxxxx X. Xxxxxxxx
Signature of director				Signature of director
Xxxxxx X. Xxxx-Onn				Xxxxxx X. Xxxxxxxx
Name of director (please print)				Name of director (please print)
Signed by Wirra Operations Pty Limited (ACN 122 250 088) in accordance with section 127 of the Corporations Xxx 0000 by two directors:
/s/ Xxxxxx X. Xxxx-Onn				/s/ Xxxxxx X. Xxxxxxxx
Signature of director				Signature of director
Xxxxxx X. Xxxx-Onn				Xxxxxx X. Xxxxxxxx
Name of director (please print)				Name of director (please print)

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

Signed by iNova Pharmaceuticals (Australia) Pty Limited (ACN 000 222 408) in accordance with section 127 of the Corporations Xxx 0000 by two directors:
/s/ Xxxxxx X. Xxxx-Onn				/s/ Xxxxxx X. Xxxxxxxx
Signature of director				Signature of director
Xxxxxx X. Xxxx-Onn				Xxxxxx X. Xxxxxxxx
Name of director (please print)				Name of director (please print)
Signed by iNova Sub Pty Limited (ACN 134 398 815) in accordance with section 127 of the Corporations Xxx 0000 by two directors:
/s/ Xxxxxx X. Xxxx-Onn				/s/ Xxxxxx X. Xxxxxxxx
Signature of director				Signature of director
Xxxxxx X. Xxxx-Onn				Xxxxxx X. Xxxxxxxx
Name of director (please print)				Name of director (please print)
Signed by Wirra IP Pty Limited (ACN 000 000 000) in accordance with section 127 of the Corporations Xxx 0000 by two directors:
/s/ Xxxxxx X. Xxxx-Onn				/s/ Xxxxxx X. Xxxxxxxx
Signature of director				Signature of director
Xxxxxx X. Xxxx-Onn				Xxxxxx X. Xxxxxxxx
Name of director (please print)				Name of director (please print)

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

XXXXXXX XXXXX LENDING PARTNERS LLC, as Administrative Agent, Collateral Agent
By:		/s/ Xxxxxxx Xxxxxx
		Authorized Signatory

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

Xxxxxxx Xxxxx Lending Partners LLC, as an Existing Lender
By:		/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Authorized Signatory
By:
		Name:
		Title:

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

JPMORGAN CHASE BANK, N.A.,TORONTO BRANCH, as an Existing Lender
By:		/s/ Xxxxxxx X. Xxx
		Name: Xxxxxxx X. Xxx
		Title: Senior Vice President

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

Xxxxxx Xxxxxxx Bank, N.A., as an Existing Lender
By:		/s/ Xxxxx Xxx
		Name: Xxxxx Xxx
		Title: Authorized Signatory

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

The Bank of Nova Scotia, as an Existing Lender
By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director
By:		/s/ Xxxxxxxxx Xxxxxxx
		Name: Xxxxxxxxx Xxxxxxx
		Title: Associate

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

AMMC CLO IV, LIMITED
AMMC CLO VI, LIMITED
By:		American Money Management Corp., as Collateral Manager as an Existing Lender
as an Existing Lender
By:		/s/ Xxxxxxx X. Eng
		Name: Xxxxxxx X. Eng
		Title: Senior Vice President

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

Aozora Bank, Ltd., as an Existing Lender
By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: General Manager

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

BANK OF AMERICA N.A., as an Existing Lender
By:		/s/ Xxxxxx XxXxxxx
		Name: Xxxxxx XxXxxxx
		Title: Vice President

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

Barclays Bank PLC, as an Existing Lender
By:		/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Assistant Vice President

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

Bank of Montreal, as an Existing Lender
By:		/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Managing Director

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

Citibank, N.A., as an Existing Lender
By:		/s/ Xxxxx X. Evan
		Name: Xxxxx X. Xxxx
		Title: Attorney-in-Fact
By:
		Name:
		Title:

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

DNB Bank ASA (f/k/a DnB NOR Bank ASA), as an Existing Lender
By:		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Senior Vice President
By:		/s/ Xxxx Xxxxxxxxxx
		Name: Xxxx Xxxxxxxxxx
		Title: Senior Vice President

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

Export Development Canada, as an Existing Lender
By:		/s/ Xxxxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxxxx
		Title: Asset Manager
By:		/s/ Xxxxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxxxx
		Title: Loan Portfolio Manager

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

Gulf Stream - Sextant CLO 2006-1, Ltd., as an Existing Lender
		By:		Gulf Stream Asset Management LLC
				As Collateral Manager
By:		/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Vice President

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

Gulf Stream - Compass CLO 2005-II, Ltd., as an Existing Lender
		By:		Gulf Stream Asset Management LLC
				As Collateral Manager
By:		/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Vice President

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

Gulf Stream - Compass CLO 2005-I, Ltd., as an Existing Lender
		By:		Gulf Stream Asset Management
				LLCAs Collateral Manager
By:		/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Vice President

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

HSBC Bank USA, N.A. as an Existing Lender
By:		/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Vice President

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

HSBC Bank Canada, as an Existing Lender
By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		AVP Corporate Banking HSBC Bank Canada
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President Regional Head of Corporate HSBC Bank Canada

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

ICICI Bank Canada, as an Existing Lender
By:		/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: V.P. and Head – Corporate Banking
By:		/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: V.P. and Chief Risk Officer

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

CONFLUENT 4 LIMITED,
As Lender
By:		Xxxxxx, Xxxxxx & Company, L.P., As Sub-Manager
By:		Xxxxxx, Xxxxxx & Company, Incorporated, Its General Partner
, as an Existing Lender
By:		/s/ Xxxx XxXxxxxx
		Name: Xxxx XxXxxxxx
		Title: Vice President

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

Manufacturers Bank, as an Existing Lender
By:		/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title:
By:
		Name:
		Title:

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

Mizuho Corporate Bank, Ltd., as an Existing Lender
By:		/s/ Xxxxxxx X. Xxxx
		Name: Xxxxxxx X. Xxxx
		Title: Authorized Signatory

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

Xxxxxxx Xxxxx Bank, N.A. as successor to Xxxxxxx Xxxxx Bank, FSB an Existing Lender
By:		/s/ Xxxxxxxxx X. Xxxx
		Xxxxxxxxx X. Xxxx
		Senior Vice President

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

Royal Bank of Canada, as an Existing Lender
By:		/s/ Xxxx Sas
		Name: Xxxx Sas
		Title: Authorized Signatory

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

SUMITOMO MITSUI BANKING CORPORATION, as an Existing Lender
By:		/s/ Xxxxx X. Xxx
		Name: Xxxxx X. Xxx
		Title: Managing Director

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

SUNTRUST BANK, as an Existing Lender
By:		/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title: Director

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

THE TORONTO-DOMINION BANK, as an Existing Lender
By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Senior Manager, TD Commercial Bank
By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Credit Manager, TD Commercial Bank

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

Union Bank, N.A., as an Existing Lender
By:		/s/ Xxxxxxx X. Lopatt
		Name: Xxxxxxx X. Lopatt
		Title: Vice President

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

ATRIUM V MADISON PARK FUNDING II, LTD. MADISON PARK FUNDING III, LTD. MADISON PARK FUNDING IV, LTD. MADISON PARK FUNDING V, LTD. MADISON PARK FUNDING VI, LTD., as an Existing Lender
				By:		Credit Suisse Asset Management, LLC, as collateral manager
						By:		/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx Authorized Signatory
XXXXXXX WHOLESALE SYNDICATED LOAN FUND, as an Existing Lender
		By:		Credit Suisse Asset Management, LLC, as agent (sub-advisor) for Challenger Investment Services Limited, the Responsible Entity for
Xxxxxxx Wholesale Syndicated Loan Fund
						By:		/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx Authorized Signatory
CREDIT SUISSE FLOATING RATE HIGH INCOME FUND, as an Existing Lender
				By:		Credit Suisse Asset Management, LLC, as investment advisor
						By:		/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx Authorized Signatory
COMMONWEALTH OF PENNSYLVANIA TREASURY DEPARTMENT, as an Existing Lender
				By:		Credit Suisse Asset Management, LLC, as investment adviser
						By:		/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx Authorized Signatory
CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM QUALCOMM GLOBAL TRADING, INC., as an Existing Lender
				By:		Credit Suisse Asset Management, LLC, as investment manager
						By:		/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx Authorized Signatory
AUSTRALIANSUPER, as an Existing Lender
By:		Credit Suisse Asset Management, LLC, as sub-advisor to Xxxxxxx Asset Management Pty Ltd. in its capacity as agent of and investment manager for AustralianSuper Pty Ltd. in its capacity as trustee of AustralianSuper
						By:		/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx Authorized Signatory

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement]

EXHIBIT A TO AMENDMENT NO. 1

LENDER ADDENDUM

By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 1 and the Credit Agreement and (B) on the terms and subject to the conditions set forth in Amendment No. 1 and the Credit Agreement, to extend Loans in the amounts reflected,

Name of Lender:

Executing as a Lender:

By:

Name:

Title:

For any Institution requiring a second signature line:

By:

Name:

Title:

Tranche B Term Loan Commitment

$

Exhibit A

ANNEX A

CREDIT AGREEMENT

[see attached]

Annex A

ANNEX B

AMENDED PLEDGE AND SECURITY AGREEMENT

[see attached]

Annex B