Amendment and Waiver No. 1 to the Credit Agreement



 Exhibit 10.4 
 AMENDMENT AND WAIVER NO. 1 TO 
 CREDIT AGREEMENT 

 AMENDMENT AND WAIVER NO. 1, dated as of January 8, 2010 (this “Amendment and Waiver”), among BROCADE
COMMUNICATIONS SYSTEMS, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., as Administrative Agent, and the Required Lenders listed on the signature pages hereto, to the Credit Agreement dated as of
October 7, 2008 (the “Credit Agreement”) among the Borrower, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. 
 WHEREAS, Section 10.01 of the Credit Agreement permits the Credit Agreement to be amended from time to time; 
 NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 
 Section 1. Amendments. 
 Upon and subject to the Amendment and Waiver No. 1 Effective Date (as
defined below), the Credit Agreement is amended as follows: 
 (a) Section 2.05(b) of the Credit Agreement is hereby
amended by deleting clause (i) in its entirety and replacing it with: “(i) [Reserved]”; 
 (b)
Section 2.05(b)(iii) of the Credit Agreement is hereby amended by (A) replacing the parenthetical “(excluding any Over-Allotment Amount)” with “(excluding Section 7.02(i))” and (B) adding the following
immediately before the period: 
 “; provided that, any Indebtedness incurred or issued under Section 7.02(i)
(A) on or substantially concurrently with the Amendment and Waiver No. 1 Effective Date shall prepay the Term Loans in accordance with Section 2.05(b)(x) and (y) after the Amendment and Waiver No. 1 Effective Date shall
prepay an aggregate principal amount of Loans as otherwise required hereunder” 
 (c) Section 2.05(b)(vi) of the
Credit Agreement is hereby amended by (A) replacing “(i)” immediately after “clauses” with “(ii)” in the first sentence and (B) deleting “or Excess Cash Flow, as the case may be” in the second
sentence; 







 (d) Section 2.05(b)(x) of the Credit Agreement is hereby amended by replacing clause
(x) in its entirety with the following: 
 “(x) The Borrower shall prepay the Term Loans in accordance
with Section 4(e) of Amendment and Waiver No. 1 to this Agreement. Such prepayment shall be applied in accordance with Section 2.05(b)(v) and (ix) (exclusive of the last sentence of such paragraph (ix)).”

 (e) Section 6.02 of the Credit Agreement is hereby amended by replacing “Section 6.02(d)” with
“Section 6.02(c)” in the first sentence of the second paragraph. 
 (f) Section 6.12(b) of the Credit
Agreement is hereby amended by adding “(other than any Immaterial Subsidiary or a Permitted Receivables Subsidiary)” immediately after the first instance of the word “Subsidiary” in the first sentence. 
 (g) Section 6.12 of the Credit Agreement is hereby amended by adding the following clause (e) immediately after clause (d):

 “(e) Upon the incurrence of any Indebtedness permitted to be incurred pursuant to Section 7.02(i)
and permitted to be secured under Section 7.01(y)(i) or (ii), as applicable; the Loan Parties shall execute and deliver, and hereby irrevocably authorize the Administrative Agent to enter into, execute and deliver, the First Lien Intercreditor
Agreement and/or the Junior Lien Intercreditor Agreement; provided that the Borrower shall have provided, and the Administrative Agent shall be entitled to rely upon, an officer’s certificate by a Responsible Officer to the effect that
such Indebtedness is permitted to be incurred pursuant to Section 7.02(i) and permitted to be secured under Section 7.01(y)(i) or (ii), as applicable.” 
 (h) Section 7.01 of the Credit Agreement is hereby amended by (A) deleting the word “and” at the end of clause (w); (B) replacing the period at the end of clause (x) with a
semicolon and (C) adding the following new clauses (y) and (z) immediately after clause (x): 
 “(y) Liens on Collateral securing Indebtedness permitted to be incurred under Section 7.02(i); provided that, to the extent that the Liens on Collateral securing such Indebtedness permitted under Section 7.02(i)
constitute (i) First Lien Obligations, the holders of such Indebtedness (or a representative thereof on behalf of such holders) and the Administrative Agent, in its capacity as collateral agent, shall have executed and delivered a First Lien
Intercreditor Agreement and (ii) Second Lien Obligations, holders of such Indebtedness (or a representative thereof on behalf of such holders) and the Administrative Agent, in its capacity as collateral agent, shall have executed and delivered
a Junior Lien Intercreditor Agreement; and 
 (z) Liens securing Permitted Receivables Financings.”

 (i) Section 7.02 of the Credit Agreement is hereby amended by replacing clause (y) in the second paragraph with
“(y) all Indebtedness incurred pursuant to Section 7.02(i) or Section 7.02(v), as applicable, shall at all times be treated as incurred under such subsections”; 
  

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 (j) Section 7.02(i) of the Credit Agreement is hereby amended by replacing it in its
entirety with the following: 
 “(i) Indebtedness of the Borrower or any Guarantor and any refinancings,
refundings, renewals or extensions of any Indebtedness incurred under this Section 7.02(i) in an aggregate principal amount outstanding not to exceed $600,000,000; provided that (x) any Indebtedness under this Section 7.02(i)
shall have no amortization, sinking fund, provision requiring any mandatory principal prepayment or repurchase or scheduled maturity, in each case, prior to the date that is 180 days following the Maturity Date (other than customary offers to
repurchase upon a change of control, fundamental change or asset sale or, in the case of convertible debt securities, customary provisions regarding the conversions of such debt securities into common stock and any cash or net share settlement in
connection therewith) and (y) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate, including in the form of original issue discount, and redemption premiums), taken as a whole, are not, in
the Borrower’s reasonable determination, materially more restrictive to the Loan Parties than those in this Agreement; provided further that in the case of any refinancing, refunding, renewal or extension thereof if the Indebtedness
being refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations under this Agreement, such Indebtedness issued in exchange for, or the net proceeds of which are used to so refinance, refund, renew or extend,
shall be so subordinated in right of payment to such Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being refinanced, refunded, renewed or extended;” 
 (k) Section 7.02(v) of the Credit Agreement is hereby amended by replacing it in its entirety with the following: 
 “(v) Subordinated Indebtedness of the Borrower or any Guarantor and any refinancings, refundings, renewals or extensions
of any Indebtedness incurred under this Section 7.02(v) in an aggregate principal amount outstanding not to exceed $600,000,000; provided that (x) any Indebtedness under this Section 7.02(v) shall have no amortization, sinking
fund, provision requiring any mandatory principal prepayment or repurchase or scheduled maturity, in each case, prior to the date that is 180 days following the Maturity Date (other than customary offers to repurchase upon a change of control,
fundamental change or asset sale or, in the case of convertible debt securities, customary provisions regarding the conversions of such debt securities into common stock and any cash or net share settlement in connection therewith) and (y) the
covenants, events of default, guarantees, collateral and other terms (including subordination) of which (other than interest rate, including in the form of original issue discount, and redemption premiums), taken as a whole, are not, in the
Borrower’s reasonable determination, materially more restrictive to the Loan Parties than those in this Agreement; provided further that in the case of any refinancing, refunding, renewal or extension thereof that such Indebtedness
issued in exchange for, or the net proceeds of which are used to refinance, refund, renew or extend, shall be subordinated in right of payment to the Obligations under this Agreement on terms at least as favorable to the Lenders as those contained
in the documentation governing the Indebtedness being refinanced, refunded, renewed or extended;” 
  

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 (l) Section 7.02(w) of the Credit Agreement is hereby amended by replacing it in its
entirety with the following: 
 “(w) Indebtedness in connection with Permitted Receivables Financings;
and” 
 (m) Section 7.02 of the Credit Agreement is hereby amended by adding the following new clause
(x) immediately after clause (w): 
 “(x) all premiums (if any), interest (including post-petition
interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (w) above.” 
 (n) Section 7.03 of the Credit Agreement is hereby amended by (A) deleting the word “and” at the end of clause (o); (B) replacing the period at the end of clause (p) with
“; and” and (C) adding the following new clauses (q) and (r) immediately after clause (p): 
 “(q) Investments arising as a result of Permitted Receivables Financings; and 
 (r) Investments
by the Borrower and its Subsidiaries to the extent constituting Indebtedness permitted under Section 7.02(a)” 
 (o) Section 7.05(g) of the Credit Agreement is hereby amended by replacing it in its entirety with the following: 
 “(g) the purchase and sale or other transfer (including by capital contribution) of Receivables Assets pursuant to Permitted Receivables Financings for the fair market value thereof, as reasonably
determined by the Borrower as set forth in a certificate by a Responsible Officer;” 
 (p) Section 7.06 of the Credit
Agreement is hereby amended by adding “, except” immediately before the colon in the introductory clause. 
 (q)
Section 7.06 of the Credit Agreement is hereby amended by replacing clause (j) in its entirety with the following: 
 “(j) the Borrower and its Subsidiaries may make Restricted Payments to the extent that the aggregate amount of all such Restricted Payments permitted by this clause (j) does not exceed in the
aggregate the greater of (i) $20,000,000 and (ii) if on a Pro Forma Basis and after giving effect to such Restricted Payment the Borrower shall have had a Consolidated Senior Secured Leverage Ratio as of the most recent Measurement Period
for which financial statements are required to be delivered pursuant to Section 6.01(a) or (b) that is less than 2.00:1.00, $100,000,000; provided that in each case immediately prior to and after giving effect to such Restricted
Payment no Default shall have occurred and be continuing.” 
  

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 (r) Section 7.07 of the Credit Agreement is hereby amended by adding “and engage
in Permitted Receivables Financings” immediately before the period. 
 (s) Section 7.08 of the Credit Agreement is
hereby amended by (A) replacing the word “and” at the end of clause (g) with a semicolon; (B) replacing the period at the end of clause (h) with “; and” and (C) adding the following new clause
(i) immediately after clause (h): 
 “(i) transactions pursuant to any Permitted Receivables
Financing.” 
 (t) Section 7.09(iv) of the Credit Agreement is hereby amended by replacing “Section
7.01(e), (i), (j), (k) and (t)” with “Section 7.01(e), (i), (j), (k), (t), (y) and (z)”. 
 (u) Section 7.10 of the Credit Agreement is hereby amended by replacing it in its entirety with the following: 
 7.10 Financial Covenants. 
 (a) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter during any period set forth below to be less than the ratio set
forth below opposite such period: 
  

			
	 Four Fiscal Quarters Ending
During any Period Below:
	  	Minimum Consolidated Fixed
Charge Coverage Ratio
	 Closing Date through October 31, 2009
	  	1.25:1.00
	 November 1, 2009 through October 30, 2010
	  	1.25:1.00
	 October 31, 2010 through October 29, 2011
	  	1.50:1.00
	 October 30, 2011 and thereafter
	  	1.75:1.00

 (b)
Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio at any time during any period set forth below to be greater than the ratio set forth below opposite such period: 
  

			
	 Four Fiscal Quarters Ending
During any Period Below
	  	Maximum
Consolidated Leverage Ratio
	 Closing Date through October 31, 2009
	  	4.25:1.00
	 November 1, 2009 through October 30, 2010
	  	3.75:1.00
	 October 31, 2010 through October 29, 2011
	  	3.00:1.00
	 October 30, 2011 and thereafter
	  	2.75:1.00

  

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 (c) Consolidated Senior Secured Leverage Ratio. Permit the Consolidated Senior
Secured Leverage Ratio at any time during any period set forth below to be greater than the ratio set forth below opposite such period: 
  

			
	 Four Fiscal Quarters Ending
During any Period Below
	  	Maximum
Senior Secured Leverage Ratio
	 Closing Date through October 31, 2009
	  	2.30:1.00
	 November 1, 2009 through October 30, 2010
	  	2.50:1.00
	 October 31, 2010 through October 29, 2011
	  	2.50:1.00
	 October 30, 2011 through October 27, 2012
	  	2.25:1:00
	 October 28, 2012 and thereafter
	  	2.00:1.00

 (v)
Section 7.11 of the Credit Agreement is hereby amended by replacing it in its entirety with the following: 
 7.11
Capital Expenditures. Make or become legally obligated to make any Capital Expenditure, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries during each fiscal year set forth below, the amount
set forth opposite such fiscal year: 
  

				
	 Fiscal Year
	  	Amount
	 2009
	  	$	200,000,000
	 2010
	  	$	225,000,000
	 2011
	  	$	125,000,000
	 2012
	  	$	150,000,000
	 2013
	  	$	150,000,000

 ; provided,
however, that so long as no Default has occurred and is continuing or would result from such expenditure, any portion of any amount set forth above, if not expended in the fiscal year for which it is permitted above, may be carried over for
expenditure in the immediately following fiscal year only; and provided, further, if any such amount is so carried over, it will be deemed used in subsequent fiscal year before the amount set forth opposite such fiscal year above.

 (w) Section 7.12(a) of the Credit Agreement is hereby amended by (A) replacing “Debt Securities, the McData
Notes, any Indebtedness permitted under Sections 7.02(g), (h) or (i)” with “the McData Notes, any Indebtedness permitted under Sections 7.02(g), (h), (i) or (v)” and
(B) replacing “Section 7.02(d), or 7.02(i)” in the proviso with “Section 7.02(d), 7.02(g), 7.02(i) or 7.02(v)”. 
 (x) Section 7.12(b) of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “amend or modify, or permit the amendment or modification of, any Related Document, the Permitted Receivables Documents or any document
governing the Indebtedness permitted to be incurred under Section 7.02(i) and 7.02(v), or the McData Notes in a manner that, taken as a whole, is materially adverse, in the Borrower’s reasonable determination, to the interests of the
Lenders; or” 
  

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 (y) Section 1.01 of the Credit Agreement is hereby amended as follows: 
 (i) The definition of “Applicable ECF Sweep Percentage” shall be deleted in its entirety. 
 (ii) The definition of “Change of Control” is hereby amended by adding “the Indebtedness permitted to be
incurred under Section 7.02(i),” immediately after the first occurrence of the word “governing” in clause (d) of such definition. 
 (iii) The definition of “Collateral Documents” is hereby amended by adding “the First Lien Intercreditor
Agreement, the Junior Lien Intercreditor Agreement,” immediately after “Security Agreement,”. 
 (iv) The definition of “Consolidated EBITDA” is hereby amended by: 
 (A) deleting the first
parenthetical phrase “(other than for purposes of calculating Excess Cash Flow)” in the first proviso; 
 (B) deleting the second parenthetical phrase “(if consummated during such Measurement Period)” in the first proviso; and 
 (C) deleting the last proviso in its entirety and replacing it with the following: 
 “provided, further, that the Consolidated EBITDA of the Borrower for the fiscal quarters ended January 26, 2008, April 26, 2008, July 26, 2008 and October 25, 2008, was $94,287,000,
$93,381,000, $96,230,000 and $105,748,000, respectively, and the Consolidated EBITDA of the Acquired Business as adjusted to the Borrower’s fiscal quarters ended January 26, 2008, April 26, 2008, July 26, 2008 and
October 25, 2008, was $41,075,000, $32,270,000, $36,391,000 and $36,391,000, respectively.” 
 (v) The
definition of “Consolidated Interest Charges” shall be amended by (A) deleting the word “and” immediately before (b) and (B) adding the following immediately after “GAAP,” in clause (b): 
 “and (C) commissions, discounts, yield and other fees and charges incurred in connection with any Permitted Receivables Financing
which are payable to any person other than the Loan Parties,” 
 (vi) The definition of “Consolidated
Senior Secured Leverage Ratio” shall be amended by adding “senior,” immediately before “senior subordinated”. 
  

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 (vii) The definition of “Convertible Note Hedge” shall be amended
and restated to read in its entirety as follows: 
 “Convertible Note Hedge” means the call option, capped call
option, call spread option or similar option transaction purchased by the Borrower to hedge its exposure with respect to the issuance and delivery of its Equity Interests upon conversion of the convertible notes permitted to be issued hereunder.

 (viii) The definition of “Excess Cash Flow” shall be deleted in its entirety. 
 (ix) The definition of “Indebtedness” shall be amended by (A) deleting “and” at the end of clause
(g); (B) replacing the period at the end of clause “(h)” with “; and” and (C) adding the following new clause (i) immediately after clause (h): 
 “(i) all Permitted Receivables Financings.” 
 (x) The definition of “Loan Documents” in the Credit Agreement shall be amended by (A) replacing
“and” immediately preceding “(i)” with “,” and (B) adding the following immediately before the semicolon: “(j) any amendment to this Agreement in accordance with Section 10.01 and (k) the First Lien
Intercreditor Agreement and the Junior Lien Intercreditor Agreement”. 
 (xi) The definition of
“Over-Allotment Amount” shall be deleted in its entirety. 
 (xii) The definition of “Pro Forma
Basis” shall be amended by adding “(but excluding amounts outstanding under any Permitted Receivables Financing)” immediately after “outstanding Indebtedness” in clause (a). 
 (xiii) The following definitions shall be added to Section 1.01 of the Credit Agreement: 
 “Extension Letter” shall mean that certain extension letter, dated December 18, 2008 by and between the Borrower and
the Administrative Agent. 
 “First Lien Intercreditor Agreement” shall mean an intercreditor agreement entered
into in connection with the issuance of any Indebtedness permitted to be incurred under Section 7.02(i) secured by a Lien ranking pari passu to the Lien securing the Obligations, substantially in the form of Exhibit A to Amendment and
Waiver No. 1 to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent. 
 “First Lien Obligations” shall mean the obligations in respect of any Indebtedness permitted to be incurred pursuant to Section 7.02(i) and permitted to be secured under Section 7.01(y)(i), that are intended to
have a Lien on the Collateral that is pari passu with the Lien of the Secured Parties securing the Obligations. 
 “Junior Lien Intercreditor Agreement” shall mean an intercreditor agreement entered into in connection with the issuance of any Indebtedness permitted to be incurred pursuant to Section 7.02(i) and permitted to be
secured under Section 7.01(y)(ii) secured by a Lien ranking junior to the Lien securing the Obligations, in form and substance reasonably satisfactory to the Administrative Agent. 
  

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 “Permitted Receivables Documents” shall mean all documents and agreements
evidencing, relating to or otherwise governing a Permitted Receivables Financing. 
 “Permitted Receivables
Financing” shall mean one or more transactions pursuant to which (i) Receivables Assets or interests therein are sold to or financed by one or more Special Purpose Receivables Subsidiaries, and such Special Purpose Receivables
Subsidiaries finance their acquisition of such Receivables Assets or interests therein, or the financing thereof, by selling or borrowing against such Receivables Assets or (ii) Receivable Assets or interests therein are sold directly to one or
more investors or other purchasers (other than Borrower or any Subsidiary); provided that in each case (A) recourse to the Borrower or any Subsidiary (other than the Special Purpose Receivables Subsidiaries) and any obligations or
agreements of the Borrower or any Subsidiary (other than the Special Purpose Receivables Subsidiaries) in connection with such transactions shall be limited to the extent customary for similar transactions in the applicable jurisdictions as
reasonably determined by Borrower, and (B) the aggregate Receivables Net Investment since the Amendment and Waiver No. 1 Effective Date shall not exceed $125,000,000 at any time. 
 “Receivables Assets” shall mean accounts receivable (including any bills of exchange), lease receivables and any related
assets and property from time to time originated, acquired or otherwise owned by Borrower or any Subsidiary. 
 “Receivables Net Investment” shall mean the aggregate cash amount paid by the lenders or purchasers under any Permitted Receivables Financing in connection with their purchase of, or the making of loans secured by,
Receivables Assets or interests therein, as the same may be reduced from time to time by collections with respect to such Receivables Assets or otherwise in accordance with the terms of the Permitted Receivables Documents. 
 “Second Lien Obligations” shall mean obligations in respect of any Indebtedness permitted to be incurred pursuant to
Section 7.02(i) and permitted to be secured under Section 7.01(y)(ii) that are intended to have a Lien on the Collateral that ranks junior to the Lien of the Secured Parties securing the Obligations. 
 “Special Purpose Receivables Subsidiary” shall mean a direct or indirect Subsidiary of the Borrower established in
connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with the Borrower or
any of the Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event the Borrower or any such Subsidiary becomes subject to a proceeding under Debtor Relief Laws. 
 “Subordinated Indebtedness” shall mean Indebtedness of the Borrower or any Guarantor that is by its terms subordinated in
right of payment to the obligations of the Borrower and such Guarantor, as applicable, under this Agreement. 
  

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 Section 2. Representation and Warranties. 
 Borrower represents and warrants to the Lenders as of the date hereof and the Amendment and Waiver No. 1 Effective Date that:

 (a) The execution, delivery and performance by each Loan Party of this Amendment and Waiver have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) result in any breach or contravention of, or the creation of any Lien upon any of
the assets of such Person or any of its Subsidiaries (other than as permitted by Section 7.01 of the Credit Agreement) under (x) any material Contractual Obligation to which such Person is a party or affecting such Person or the
properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any material
Law, except with respect to any breach, contravention or violation (but not creation of Liens) referred to in clauses (b) and (c), to the extent that such breach, contravention or violation would not reasonably be expected to have a Material
Adverse Effect 
 (b) Before and after giving effect to this Amendment and Waiver, the representations and warranties of the
Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the Amendment and Waiver No. 1 Effective Date, except to the extent
that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that the representations and warranties contained in
Section 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and (b), respectively, of the Credit Agreement; provided that any representation or
warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects. 
 (c) At the time of and before and immediately after giving effect to this Amendment and Waiver, no Default shall exist. 
 Section 3. Waiver. 
 The Administrative Agent and the Required Lenders hereby waive the
post-closing requirements set forth under the Extension Letter relating to the delivery of the certificates, agreements or instruments evidencing the Pledged Securities (as defined in the Security Agreement) of the Foreign Subsidiaries listed in
Annex I attached hereto, accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that the Borrower shall have delivered to the Administrative Agent a certificate from a Responsible Officer stating that
each such Foreign Subsidiary listed in Annex I hereto is an Immaterial Subsidiary. 
  

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 Section 4. Conditions to Effectiveness. 
 This Amendment and Waiver shall become effective as of the date when each of the following conditions is satisfied (the
“Amendment and Waiver No. 1 Effective Date”): 
 (a) The Administrative Agent (or its counsel) shall have
received from (i) Lenders constituting the Required Lenders and (ii) each of the other parties hereto, a counterpart of this Amendment and Waiver signed on behalf of such party. 
 (b) All corporate and other proceedings taken or to be taken in connection with this Amendment and Waiver and all documents incidental
thereto, whether or not referred to herein, shall be reasonably satisfactory in form and substance to the Administrative Agent. 
 (c) The representations and warranties in Section 2 of this Amendment and Waiver shall be true and correct. 
 (d)
The Borrower shall have paid a consent fee (the “Consent Fee”) to the Administrative Agent, for the ratable account of the Applicable Lenders (as defined below), equal to (i) 0.25% of the aggregate outstanding principal amount
of Term Loans of the Applicable Lenders, plus (ii) 0.25% of the aggregate amount of Revolving Credit Commitments of the Applicable Lenders. “Applicable Lender” shall mean each Lender that has delivered an executed counterpart
of this Amendment and Waiver prior to 12:00 noon, New York City time, on Friday January 8, 2010 or such later date and time specified by the Borrower and notified in writing to the Lenders by the Administrative Agent. 
 (e) On or prior to the 20th Business Day (or such later date as may be agreed in writing by the Administrative Agent, in its sole
discretion) after receipt of counterparts of this Amendment and Waiver from the Required Lenders, the Borrower shall have prepaid an aggregate principal amount of Term Loans equal to the greater of (i) $300,000,000 and (ii) the aggregate
amount of Indebtedness incurred under Section 7.02(i) of the Credit Agreement (after giving effect to this Amendment and Waiver) in excess of the initial $150,000,000, with Net Cash Proceeds from Indebtedness incurred pursuant to
Section 7.01(i) of the Credit Agreement (after giving effect to this Amendment and Waiver). Such prepayment shall be applied as set forth in Section 2.05(b)(ix) of the Credit Agreement (as amended hereby). The Borrower shall notify
the Administrative Agent in writing of any prepayment of Term Loans required to be made by this Section 4(e) not later than 11:00 a.m. (A) three Business Days prior to any prepayment of Eurodollar Rate Loans and (2) on the date of
prepayment of Base Rate Loans. 
 (f) All reasonable and documented out-of-pocket expenses payable on or before the Amendment
and Waiver No. 1 Effective Date by the Borrower to the Administrative Agent (or its Affiliates) in connection with this Amendment and Waiver shall have been paid, including the reasonable and documented fees, charges and disbursements of Cahill
Gordon & Reindel LLP, as counsel for the Administrative Agent. 
 (g) Solely with respect to
Section 3 hereof, the Administrative Agent (or its counsel) shall have received from the Borrower the officer’s certificate referred to in Section 3 hereof, in form and substance reasonably satisfactory to the Administrative Agent.

  

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 Section 5. Counterparts. 
 This Amendment and Waiver may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment and Waiver by telecopy or electronic transmission (including in .pdf or
similar format) shall be effective as delivery of a manually executed counterpart of this Amendment and Waiver. 
 Section 6. Applicable Law. 
 THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK. 
 Section 7. Headings. 
 Section headings herein and in the Loan Documents are included for convenience of reference only and shall not affect the interpretation of
this Amendment and Waiver or any Loan Document. 
 Section 8. Effect of Amendment and Waiver. 
 On and after the Amendment and Waiver No. 1 Effective Date, each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference in each of the Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like
import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by this Amendment and Waiver. The Credit Agreement and each of the other Loan Documents, as supplemented by this Amendment and Waiver, are and
shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as expressly set forth herein, this Amendment and Waiver shall not by implication or otherwise limit, impair, constitute a waiver of or
otherwise affect the rights and remedies of the Lenders or the Administrative Agent 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 any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. By executing and
delivering a copy hereof, each applicable Loan Party hereby agrees and confirms that all Loans and Obligations shall be guaranteed and secured pursuant to the Loan Documents as provided therein. 
  

 12. 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver to be duly
executed as of the date first above written. 
  

					
	 BROCADE COMMUNICATIONS SYSTEMS, INC., as Borrower

		
	By:	 	/s/ Jean Furter
	Name:	 		 	Jean Furter 
	Title:	 		 	Vice President, Treasurer 










					
	 BANK OF AMERICA, N.A., as Administrative
Agent

		
	By:	 	/s/ Robert Rittelmeyer
	Name:	 		 	Robert Rittelmeyer
	Title:	 		 	Vice President
	
	 BANK OF AMERICA, N.A., as a Lender, Swing
Line Lender and L/C Issuer

		
	By:	 	/s/ Kevin McMahon
	Name:	 		 	Kevin McMahon
	Title:	 		 	Senior Vice President










			
	 280 Funding,
 as a Lender

		
	By:	 	GSO Capital Partners LP, as Portfolio Manager
		
	 By:
	 	 /s/ George Fan

	Name:	 	George Fan
	Title:	 	Authorized Signatory










			
	Aberdeen Loan Funding Ltd
		
	By:	 	 Highland Capital Management, L.P.,
 as Collateral Manager

		
	By:	 	 Strand Advisors, Inc., Its General Partner,
 as a Lender

		
	By:	 	 /s/ Jason Post

	Name:	 	Jason Post
	Title:	 	Operations Director










			
	AIB Debt Management Limited, as a Lender
		
	By:	 	 /s/ Roisin O’Connell

	Name:	 	Roisin O’Connell
	Title:	 	 Vice President
 Investment
Advisor to
 AIB Debt Management, Limited



  

			
	By:	 	 /s/ Gregory J. Wiske

	Name:	 	Gregory J. Wiske
	Title:	 	 Vice President
 Investment
Advisor to
 AIB Debt Management, Limited











			
	AIM FLOATING RATE FUND
		
	 By:
	 	INVESCO Senior Secured Management, Inc. as Sub-Adviser
		
	 By:
	 	 /s/ Thomas Ewald

	 Name:
	 	Thomas Ewald
	 Title:
	 	Authorized Signatory










			
	 Aladdin Flexible Investment Fund

	 Series SPC 2008-I,

	 as a Lender

		
	 By:
	 	 /s/ Christine M. Barto

	 Name:
	 	Christine M. Barto
	 Title:
	 	Authorized Signatory










			
	 Aladdin Flexible Investment Fund SPC

	 Series 2008-2,
 as a Lender

		
	By:	 	 /s/ Christine M. Barto

	Name:	 	Christine M. Barto
	Title:	 	Authorized Signatory










			
	ALZETTE EUROPEAN CLO S.A.
		
	By:	 	INVESCO Senior Secured Management, Inc.
		 	as Collateral Manager
		
	By:	 	 /s/ Thomas Ewald

	Name:	 	Thomas Ewald
	Title:	 	Authorized Signature










			
	 American Bankers Insurance Company of Florida,
 as a Lender

		
	By:	 	 /s/ Arvind Admal

	Name:	 	Arvind Admal
	Title:	 	AS ATTORNEY-IN-FACT










			
	 American Memorial Life Insurance Company,
 as a Lender

		
	By:	 	 /s/ Arvind Admal

	Name:	 	Arvind Admal
	Title:	 	AS ATTORNEY-IN-FACT










			
	American Security Insurance Company,
	as a Lender
		
	By:	 	 /s/ Arvind Admal

	Name:	 	Arvind Admal
	Title:	 	AS ATTORNEY-IN-FACT










			
	Ameriprise Certificate Company, as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Assistant Vice President










			
	 Ameriprise Financial Company, Inc., as a Lender

		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Assistant Vice President










			
	AMMC CLO III, LIMITED
		
	By:	 	 American Money Management Corp.,
 as Collateral Manager, as a Lender

		
	By:	 	 /s/ Chester M. Eng

	Name:	 	Chester M. Eng
	Title:	 	Senior Vice President










			
	AMMC CLO IV, LIMITED
		
	 By:
	 	 American Money Management Corp.,
 as Collateral Manager, as a Lender

		
	 By:
	 	 /s/ Chester M. Eng

	 Name:
	 	Chester M. Eng
	 Title:
	 	Senior Vice President


  








			
	AMMC CLO V, LIMITED
		
	 By:
	 	 American Money Management Corp.,
 as Collateral Manager, as a Lender

		
	 By:
	 	 /s/ Chester M. Eng

	 Name:
	 	Chester M. Eng
	 Title:
	 	Senior Vice President


  








			
	AMMC CLO VI, LIMITED
		
	 By:
	 	 American Money Management Corp.,
 as Collateral Manager, as a Lender

		
	 By:
	 	 /s/ Chester M. Eng

	 Name:
	 	Chester M. Eng
	 Title:
	 	Senior Vice President










			
	AMMC VII, LIMITED
		
	By:	 	 American Money Management Corp.,
 as Collateral Manager, as a Lender

		
	By:	 	 /s/ Chester M. Eng

	Name:	 	Chester M. Eng
	Title:	 	Senior Vice President










			
	ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.
		
	By:	 	Ares Enhanced Credit Opportunities Fund Management, L.P., as a Lender
		
	By:	 	 /s/ Seth J. Brufsky

	Name:	 	Seth J. Brufsky
	Title:	 	Authorized Signatory
	
	ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.
		
	By:	 	ARES ENHANCED LOAN MANAGEMENT IR, L.P.,
		 	as Portfolio Manager
		
	By:	 	Ares Enhanced Loan IR GP, LLC,
		 	as its General Partner
		
	By:	 	Ares Management LLC, as its Manager,
		 	as a Lender
		
	By:	 	 /s/ Seth J. Brufsky

	Name:	 	Seth J. Brufsky
	Title:	 	Authorized Signatory










			
	ARES ENHANCED LOAN INVESTMENT
STRATEGY II, LTD.
		
	 By:
	 	Ares Enhanced Loan Management II, L.P.,
		 	Investment Manager
		
	 By:
	 	Ares Enhanced Loan GP II, LLC,
		 	Its General Partner, as a Lender
		
	 By:
	 	 /s/ Seth J. Brufsky

	 Name:
	 	Seth J. Brufsky
	 Title:
	 	Authorized Signatory
	
	ARES ENHANCED LOAN INVESTMENT
STRATEGY III, LTD.
		
	 By:
	 	ARES ENHANCED LOAN MANAGEMENT III, L.P.
		
	 By:
	 	ARES ENHANCED LOAN III GP, LLC,
		 	ITS GENERAL PARTNER
		
	 By:
	 	ARES MANAGEMENT LLC, ITS MANAGER,
		 	as a Lender
		
	 By:
	 	 /s/ Seth J. Brufsky

	 Name:
	 	Seth J. Brufsky
	 Title:
	 	Authorized Signatory










			
	 Ares IIR CLO Ltd.

		
	 By:
	 	Ares CLO Management IIR, L.P.,
		 	Investment Manager
		
	 By:
	 	Ares CLO GP IIR, LLC,
		 	Its General Partner, as a Lender
		
	 By:
	 	 /s/ Seth J. Brufsky

	 Name:
	 	Seth J. Brufsky
	 Title:
	 	Authorized Signatory
	
	ARES IIIR/IVR CLO LTD.
		
	 By:
	 	ARES CLO MANAGEMENT IIIR/IVR, L.P.
		
	 By:
	 	ARES CLO GP IIIR/IVR, LLC,
		 	ITS GENERAL PARTNER
		
	 By:
	 	ARES MANAGEMENT LLC, ITS MANAGER,
		 	as a Lender
		
	 By:
	 	 /s/ Seth J. Brufsky

	 Name:
	 	Seth J. Brufsky
	 Title:
	 	Authorized Signatory










			
	 Ares Institutional Loan Fund B.V.

		
	 By:
	 	Ares Management Limited, its investment advisor,
		 	as a Lender
		
	 By:
	 	 /s/ Seth J. Brufsky

	 Name:
	 	Seth J. Brufsky
	 Title:
	 	Authorized Signatory










			
	Ares VIII CLO Ltd.
		
	By:	 	 Ares CLO Management VIII, L.P.,
 Investment Manager

		
	By:	 	Ares CLO GP VIII, LLC, Its General Partner, as a Lender
		
	By:	 	 /s/ Seth J. Brufsky

	Name:	 	Seth J. Brufsky
	Title:	 	Authorized Signatory
	
	Ares IX CLO Ltd.
		
	By:	 	Ares CLO Management IX, L.P.
		
	By:	 	 Ares CLO GP IX, LLC,
 Its
General Partner

		
	By:	 	 Ares Management LLC, Its Managing Member,
 As A Lender

		
	By:	 	 /s/ Seth J. Brufsky

	Name:	 	Seth J. Brufsky
	Title:	 	Authorized Signatory










			
	Ares VR CLO Ltd.
		
	By:	 	Ares CLO Management VR, L.P., Investment Manager
		
	By:	 	 Ares CLO GP VR, LLC,
 Its
General Partner, as a Lender

		
	By:	 	 /s/ Seth J. Brufsky

	Name:	 	Seth J. Brufsky
	Title:	 	Authorized Signatory
	
	Ares VIR CLO Ltd.
		
	By:	 	 Ares CLO Management VIR, L.P.,
 Investment Manager

		
	By:	 	 Ares CLO GP VIR, LLC,
 Its
General Partner as a Lender

		
	By:	 	 /s/ Seth J. Brufsky

	Name:	 	Seth J. Brufsky
	Title:	 	Authorized Signatory










			
	Ares X CLO Ltd.
		
	By:	 	 Ares CLO Management X, L.P.,
 Investment Manager

		
	By:	 	 Ares CLO GP X, LLC,
 Its
General Partner, as a Lender

		
	By:	 	 /s/ Seth J. Brufsky

	Name:	 	Seth J. Brufsky
	Title:	 	Authorized Signatory
	
	ARES XI CLO LTD.
		
	By:	 	ARES CLO MANAGEMENT XI, L.P.
		
	By:	 	 ARES CLO GP XI, LLC,
 ITS
GENERAL PARTNER

		
	By:	 	 ARES MANAGEMENT LLC, ITS MANAGER,
 as a Lender

		
	By:	 	 /s/ Seth J. Brufsky

	Name:	 	Seth J. Brufsky
	Title:	 	Authorized Signatory










			
	ARES XII CLO LTD.
		
	By:	 	ARES CLO MANAGEMENT XII, L.P.
		
	By:	 	ARES CLO GP XII, LLC, ITS GENERAL PARTNER
		
	By:	 	 ARES MANAGEMENT LLC, ITS MANAGER,
 as a Lender

		
	By:	 	 /s/ Seth J. Brufsky

	Name:	 	Seth J. Brufsky
	Title:	 	Authorized Signatory
	
	CONFLUENT 2 LIMITED
		
	 By:
	 	 Ares Private Account Management I, L.P.,
 as Sub-Manager

		
	 By:
	 	 Ares Private Account Management I GP, LLC,
 as General Partner

		
	 By:
	 	 Ares Management LLC, as Manager,
 as a Lender

		
	 By:
	 	 /s/ Seth J. Brufsky

	 Name:
	 	Seth J. Brufsky
	 Title:
	 	Authorized Signatory


  








			
	FUTURE FUND BOARD OF GUARDIANS
		
	By:	 	 Ares Enhanced Loan Investment Strategy
Advisor IV, L.P.,
 its Investment Manager

		
	By:	 	 Ares Enhanced Loan Investment Strategy
Advisor IV, LLC,
 its General Partner

		
	By:	 	Ares Management LLC, its Managing Member,
as a Lender
		
	By:	 	 /s/ Seth J. Brufsky

	Name:	 	Seth J. Brufsky
	Title:	 	Authorized Signatory
	
	Global Loan Opportunity Fund B.V.
		
	By:	 	 Ares Management Limited, its Portfolio Manager,
 as a Lender

		
	By:	 	 /s/ Seth J. Brufsky

	Name:	 	Seth J. Brufsky
	Title:	 	Authorized Signatory










			
	 Atrium IV, as a Lender

		
	 By:
	 	 /s/ Thomas Flannery

	 Name:
	 	Thomas Flannery
	 Title:
	 	Authorized Signatory










			
	 Atrium V

		
	 By:
	 	 Credit Suisse Alternative Capital, Inc. , as collateral
 [not legible]

		
	 By:
	 	 /s/ Thomas Flannery

	 Name:
	 	Thomas Flannery
	 Title:
	 	Authorized Signatory










			
	 AVALON CAPITAL LTD. 3

		
	 By:
	 	 INVESCO Senior Secured Management, Inc.,
 as Asset Manager

		
	 By:
	 	 /s/ Thomas Ewald

	 Name:
	 	Thomas Ewald
	 Title:
	 	Authorized Signatory










			
	 MAPLEWOOD (CAYMAN) LIMITED,
 as a Lender

		
	By:	 	 Babson Capital Management LLC,
 as Investment Manager

		
	By:	 	 /s/ Arthur J. McMahon

	Name:	 	Arthur J. McMahon
	Title:	 	Director
	
	 OLYMPIC PARK LTD.,
 as a Lender

		
	By:	 	 Babson Capital Management LLC,
 as Investment Manager

		
	By:	 	 /s/ Arthur J. McMahon

	Name:	 	Arthur J. McMahon
	Title:	 	Director
	
	 XELO VII LIMITED,
 as a Lender

		
	By:	 	 Babson Capital Management LLC,
 as Investment Manager

		
	By:	 	 /s/ Arthur J. McMahon

	Name:	 	Arthur J. McMahon
	Title:	 	Director
	
	 JFIN CLO 2007 LTD.,
 as a Lender

		
	By:	 	Jefferies Finance LLC,
as Collateral Manager
		
	By:	 	 /s/ Kevin Stephens

	Name:	 	Kevin Stephens
	Title:	 	Closing Manager










			
	 BABSON CLO LTD. 2004-I
 BABSON CLO LTD. 2005-I
 BABSON CLO LTD, 2005-II
 BABSON CLO LTD, 2005-III
 BABSON CLO LTD.
2006-I
 BABSON CLO LTD. 2007-I
 BABSON CLO LTD. 2008-II
 BABSON LOAN OPPORTUNITY CLO, LTD.
 BABSON MID-MARKET CLO LTD. 2007-II
 OSPREY CDO 2006-1 LTD.
 SAPPHIRE VALLEY CDO I, LTD.
 SUFFIELD CLO,
LIMITED,
 as Lenders





		
	By:	 	 Babson Capital Management LLC
 as Collateral Manager

		
	By:	 	 /s/ Arthur J. McMahon

	Name:	 	Arthur J. McMahon
	Title:	 	Director
	
	 BABSON CAPITAL LOAN PARTNERS I, L.P.,
 as a Lender

		
	By:	 	 Babson Capital Management LLC
 as Investment Manager

		
	By:	 	 /s/ Arthur J. McMahon

	Name:	 	Arthur J. McMahon
	Title:	 	Director
	
	HOLLY INVESTMENT CORPORATION.,
	as a Lender
		
	By:	 	 Babson Capital Management LLC
 as Investment Manager

		
	By:	 	 /s/ Arthur J. McMahon

	Name:	 	Arthur J. McMahon
	Title:	 	Director










			
	 Bacchus (US) 2006-1, Ltd.,
 as a Lender

		
	By:	 	 /s/ David Snyder

	Name:	 	David Snyder
	Title:	 	President










			
	 Banc Investment Group, LLC,
 as a Lender

		
	By:	 	 /s/ Allen Sztukowski

	Name:	 	Allen Sztukowski
	Title:	 	Chief Compliance Officer










			
	 BANK OF AMERICA, N.A.,
 as a Lender

		
	By:	 	 /s/ Jonathan M. Barnes

	Name:	 	Jonathan M. Barnes
	Title:	 	Vice President










			
	 THE BANK OF NOVA SCOTIA,
 as a Lender

		
	By:	 	 /s/ Michael Kus

	Name:	 	Michael Kus
	Title:	 	Director










			
	BELHURST CLO, LTD.
		
	By:	 	INVESCO Senior Secured Management, Inc. as Collateral Manager
		
	By:	 	 /s/ Thomas Ewald

	Name:	 	Thomas Ewald
	Title:	 	Authorized Signatory










			
	The Broad Foundation
		
	By:	 	GSP Capital Partners LP, its Investment Advisor
		
	By:	 	 /s/ George Fan

	Name:	 	George Fan
	Title:	 	Authorized Signatory










			
	 California Public Employees
 Retirement System

		
	By:	 	 RiverSource Investments, LLC,
 its agent

		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Assistant Vice President










			
	Castle Garden Funding, as a Lender
		
	By:	 	 /s/ Thomas Flannery

	Name:	 	Thomas Flannery
	Title:	 	Authorized Signatory










			
	CELTS CLO 2007-1 LTD
		
	By:	 	INVESCO Senior Secured Management, Inc.
		 	as Portfolio Manager
		
	By:	 	 /s/ Thomas Ewald

	Name:	 	Thomas Ewald
	Title:	 	Authorized Signatory










			
	Cent CDO 10 Limited
		
	By:	 	RiverSource Investments, LLC,
		 	as Collateral Manager
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations










			
	Cent CDO 12 Limited
		
	By:	 	RiverSource Investments, LLC,
		 	as Collateral Manager
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations










			
	Cent CDO 14 Limited
		
	By:	 	RiverSource Investments, LLC,
		 	as Collateral Manager
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations










			
	Cent CDO 15 Limited
		
	By:	 	RiverSource Investments, LLC,
		 	as Collateral Manager
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Assistant Vice President










			
	Cent CDO XI Limited
		
	By:	 	RiverSource Investments, LLC,
		 	as Collateral Manager
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations










			
	Centurion CDO 8 Limited
		
	By:	 	RiverSource Investments, LLC,
		 	as Collateral Manager
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations










			
	Centurion CDO 9 Limited
		
	By:	 	 RiverSource Investments, LLC,
 as Collateral Manager

		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations










			
	Centurion CDO VI Limited
		
	By:	 	RiverSource Investments, LLC,
		 	as Collateral Manager
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations










			
	Centurion CDO VII Limited
		
	By:	 	RiverSource Investments, LLC,
		 	as Collateral Manager
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations










			
	CHAMPLAIN CLO, LTD.
		
	By:	 	INVESCO Senior Secured Management, Inc,
		 	as Collateral Manager
		
	By:	 	 /s/ Thomas Ewald

	Name:	 	Thomas Ewald
	Title:	 	Authorized Signatory










			
	CHARTER VIEW PORTFOLIO
		
	By:	 	INVESCO Senior Secured Management, Inc.
		 	as Investment Advisor
		
	By:	 	 /s/ Thomas Ewald

	Name:	 	Thomas Ewald
	Title:	 	Authorized Signatory










			
	Chelsea Park CLO Ltd.
		
	By:	 	GSO / Blackstone Debt Funds Management LLC
		 	as Collateral Manager
		
	By:	 	 /s/ Dan H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory










			
	Churchill Financial Cayman Ltd.,
	as a Lender, by
	Churchill Financial LLC, as its Collateral Manager
		
	By:	 	 /s/ Eric Wieczorek

	Name:	 	Eric Wieczorek
	Title:	 	Vice President










			
	CIM VI, L.L.C.
		
	By:	 	GSO Capital Partners LP
		 	as Manager
		
	By:	 	 /s/ Dan H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory










			
	Citron Investment Corporation
		
	By:	 	 GSO Capital Partners LP
 as
Manager

		
	By:	 	 /s/ Dan H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory










			
	Columbus Park CDO Ltd.
		
	By:	 	 GSO / Blackstone Debt Funds Management LLC
 as Collateral Manager

		
	By:	 	 /s/ Dan H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory










			
	Comerica Bank, as a Lender
		
	By:	 	 /s/ Guy Simpson

	Name:	 	Guy Simpson
	Title:	 	Vice President










			
	Copper River CLO Ltd, as a Lender
		
	 By:
	 	Guggenheim Investment Management, LLC,
		 	as Collateral Manager
		
	 By:
	 	 /s/ Kaitlin Trinh

	 Name:
	 	Kaitlin Trinh
	 Title:
	 	Director










			
	CORTINA FUNDING, as a Lender
		
	By:	 	 /s/ Irfan Ahmed

	Name:	 	Irfan Ahmed
	Title:	 	Authorized Signatory










			
	Cratos CLO I LTD, as a Lender
		
	By:	 	Cratos CDO Management, LLC
		 	as Attorney-in-fact
		
	By:	 	Cratos Capital Partners, LLC
		 	Its Manager
		
	By:	 	 /s/ Ronald J. Banks

	Name:	 	Ronald J. Banks
	Title:	 	Managing Director










			
	Credit Suisse Syndicated Loan Fund
		
	By:	 	Credit Suisse Alternative Capital, Inc.,
		 	as Agent (Subadvisor) for Credit Suisse Asset Management (Australia) Limited, the Responsible Entity for Credit Suisse Syndicated Loan Fund
		
	By:	 	 /s/ Thomas Flannery

	Name:	 	Thomas Flannery
	Title:	 	Authorized Signatory










			
	Credos Floating Rate Fund, L.P.
		
	By:	 	Shenkman Capital Management, Inc.,
		 	its General Partner
		
	By:	 	 /s/ Richard H. Weinstein

	Name:	 	Richard H. Weinstein
	Title:	 	Executive Vice President










			
	DIVERSIFIED CREDIT PORTFOLIO LTD.
		
	By:	 	INVESCO Senior Secured Management, Inc.
		 	as Investment Adviser
		
	By:	 	 /s/ Thomas Ewald

	Name:	 	Thomas Ewald
	Title:	 	Authorized Signatory










			
	[not legible] MONEY, INC., as a Lender
		
	By:	 	 /s/ Dennis Talley

	Name:	 	Dennis Talley
	Title:	 	Managing Director










			
	 Dryden VIII – Leveraged Loan CDO 2005,
 as a Lender


		
	By:	 	Prudential Investment Management, Inc.,
		 	as Collateral Manager
		
	By:	 	 /s/ Joseph Lemanowicz

	Name:	 	Joseph Lemanowicz
	Title:	 	Vice President










			
	 Dryden XI – Leveraged Loan CDO 2006,
 as a Lender


		
	By:	 	Prudential Investment Management, Inc.,
		 	as Collateral Manager
		
	By:	 	 /s/ Joseph Lemanowicz

	Name:	 	Joseph Lemanowicz
	Title:	 	Vice President










			
	Dryden XVIII – Leveraged Loan 2007 Ltd.,
	as a Lender
		
	By:	 	Prudential Investment Management, Inc.,
		 	as Collateral Manager
		
	By:	 	 /s/ Joseph Lemanowicz

	Name:	 	Joseph Lemanowicz
	Title:	 	Vice President










			
	 Dryden XXI – Leveraged Loan CDO LLC,
 as a Lender

		
	By:	 	Prudential Investment Management, Inc.,
		 	as Collateral Manager
		
	By:	 	 /s/ Joseph Lemanowicz

	Name:	 	Joseph Lemanowicz
	Title:	 	Vice President










			
	Eastland CLO, Ltd.
		
	By:	 	Highland Capital Management, L.P.,
		 	as Collateral Manager
		
	By:	 	Strand Advisors, Inc.,
		 	Its General Partner
		
	By:	 	 /s/ Jason Post

	Name:	 	Jason Post
	Title:	 	Operations Director










			
	Employers Insurance Company of Wausau,
	as Lender
		
	By:	 	 /s/ Sheila Finnerty

	Name:	 	Sheila Finnerty
	Title:	 	Vice President










			
	Energizer I Loan Funding LLC,
	 as Lender

		
	By:	 	 /s/ Emily Chong

	Name:	 	Emily Chong
	Title:	 	Director










			
	Fairway Loan Funding Company,
	 as a Lender

		
	 By:
	 	Pacific Investment Management Company LLC,
		 	as its Investment Advisor
		
	 By:
	 	 /s/ Arthur Y.D. Ong

	 Name:
	 	Arthur Y.D. Ong
	 Title:
	 	Executive Vice President


  








			
	Federal Warranty Service Corp.
	 as a Lender

		
	 By:
	 	 /s/ Arvind Admal

	 Name:
	 	Arvind Admal
	 Title:
	 	AS ATTORNEY-IN-FACT










			
	Fifth Third Bank,
	 as a Lender

		
	 By:
	 	 /s/ Matthew Cannon

	 Name:
	 	Matthew Cannon
	 Title:
	 	Vice President










			
	 Flagship CLO III

		
	By:	 	Deutsche Investment Management Americas, Inc.
		 	(as successor in interest to Deutsche Asset Management Inc.),
		 	as Collateral Manager
		
	By:	 	 /s/ Eric S. Meyer

	Name:	 	Eric S. Meyer
	Title:	 	Managing Director
		
	By:	 	 /s/ Paula Penkal

	Name:	 	Paula Penkal
	Title:	 	Vice President










			
	Flagship CLO IV
		
	By:	 	Deutsche Investment Management Americas, Inc.
		 	(as successor in interest to Deutsche Asset Management Inc.),
		 	as Sub-Adviser
		
	By:	 	 /s/ Eric S. Meyer

	Name:	 	Eric S. Meyer
	Title:	 	Managing Director
		
	By:	 	 /s/ Paula Penkal

	Name:	 	Paula Penkal
	Title:	 	Vice President










			
	 Flagship CLO V

		
	By:	 	Deutsche Investment Management Americas, Inc.
		 	(as successor in interest to Deutsche Asset Management Inc.),
		 	as Collateral Manager
		
	By:	 	 /s/ Eric S. Meyer

	Name:	 	Eric S. Meyer
	Title:	 	Managing Director
		
	By:	 	 /s/ Paula Penkal

	Name:	 	Paula Penkal
	Title:	 	Vice President










			
	Flagship CLO VI
		
	By:	 	Deutsche Investment Management Americas, Inc.
		 	as Collateral Manager
		
	By:	 	 /s/ Eric S. Meyer

	Name:	 	Eric S. Meyer
	Title:	 	Managing Director
		
	By:	 	 /s/ Paula Penkal

	Name:	 	Paula Penkal
	Title:	 	Vice President










			
	FM LEVERAGED CAPITAL FUND I
		
	By:	 	GSO / Blackstone Debt Funds Management LLC as Subadviser to FriedbergMilstein LLC
		
	By:	 	 /s/ Dan H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory










			
	 Franklin Floating Rate Daily Access Fund,
 as a Lender

		
	By:	 	 /s/ Richard Hsu

	Name:	 	Richard Hsu
	Title:	 	Vice President










			
	 Franklin Floating Rate Master Series,
 as a Lender

		
	By:	 	 /s/ Richard Hsu

	Name:	 	Richard Hsu
	Title:	 	Vice President










			
	 Franklin Templeton Series II Funds
 Franklin Floating Rate II Fund,
 as a Lender

		
	By:	 	 /s/ Richard Hsu

	Name:	 	Richard Hsu
	Title:	 	Vice President










			
	 FRIEDBERGMILSTEIN PRIVATE CAPITAL
 FUND I

		
	 By:
	 	 GSO /Blackstone Debt Funds Management LLC
 as Subadviser to FriedbergMilstein LLC

		
	 By:
	 	 /s/ Dan H. Smith

	 Name:
	 	Daniel H. Smith
	 Title:
	 	Authorized Signatory










			
	GALE FORCE 1 CLO, LTD.
		
	 By:
	 	 GSO / Blackstone Debt Funds Management LLC
 as Collateral Manager

		
	 By:
	 	 /s/ Dan H. Smith

	 Name:
	 	Daniel H. Smith
	 Title:
	 	Authorized Signatory










			
	GALE FORCE 2 CLO, LTD.
		
	 By:
	 	 GSO /Blackstone Debt Funds Management LLC
 as Collateral Manager

		
	 By:
	 	 /s/ Dan H. Smith

	 Name:
	 	Daniel H. Smith
	 Title:
	 	Authorized Signatory


  








			
	GALE FORCE 3 CLO, LTD.
		
	 By:
	 	 GSO /Blackstone Debt Funds Management LLC
 as Collateral Manager

		
	 By:
	 	 /s/ Dan H. Smith

	 Name:
	 	Daniel H. Smith
	 Title:
	 	Authorized Signatory










			
	GALE FORCE 4 CLO, LTD.
		
	 By:
	 	 GSO /Blackstone Debt Funds Management LLC
 as Collateral Manager

		
	 By:
	 	 /s/ Dan H. Smith

	 Name:
	 	 Daniel H. Smith

	 Title:
	 	 Authorized Signatory











			
	GANNETT PEAK CLO I, LTD.
		
	By:	 	 McDonnell Investment Management, LLC,
 as Investment Manager

		
	By:	 	 /s/ Kathleen A. Zarn

	Name:	 	Kathleen A. Zarn
	Title:	 	Vice President










			
	Gleneagles CLO, Ltd.
		
	By:	 	 Highland Capital Management, L.P.,
 as Collateral Manager

		
	By:	 	 Strand Advisors, Inc.,
 Its
General Partner

		
	By:	 	 /s/ Jason Post

	Name:	 	Jason Post
	Title:	 	Operations Director










			
	GMAM Group Pension Trust I
		
	By:	 	 State Street Bank & Trust Company as Trustee
 For GMAM Group Pension Trust I

		
	By:	 	 /s/ Timothy [not legible]

	Name:	 	Timothy [not legible]
	Title:	 	Officer










			
	 Golden Night II CLO Ltd.,
 as a Lender

		
	By:	 	 /s/ Elizabeth [not legible]

	Name:	 	Elizabeth [not legible]
	Title:	 	Portfolio Manager
	
	 LORD ABBETT & CO. LLC
 as Collateral Manager











			
	GoldenTree Capital Opportunities, LP
		
	By:	 	 GoldenTree Asset Management, LP,
 as a Lender

		
	By:	 	 /s/ Karen Weber

	Name:	 	Karen Weber
	Title:	 	Director – Bank Debt










			
	 GoldenTree Loan Opportunities III, Limited

		
	By:	 	 GoldenTree Asset Management, LP,
 as a Lender

		
	By:	 	 /s/ Karen Weber

	Name:	 	Karen Weber
	Title:	 	Director – Bank Debt










			
	 GoldenTree Loan Opportunities IV, Limited

		
	By:	 	 GoldenTree Asset Management, LP,
 as a Lender

		
	By:	 	 /s/ Karen Weber

	Name:	 	Karen Weber
	Title:	 	Director – Bank Debt










			
	 GoldenTree Loan Opportunities V, Limited

		
	By:	 	 GoldenTree Asset Management, LP,
 as a Lender

		
	By:	 	 /s/ Karen Weber

	Name:	 	Karen Weber
	Title:	 	Director – Bank Debt










			
	GOLUB CAPITAL FUNDING CLO-8, LTD.,
as a Lender
		
	By:	 	GOLUB CAPITAL PARTNERS
		 	MANAGEMENT LTD, as Collateral Manager
		
	By:	 	 /s/ Cora Passis

	Name:	 	Cora Passis
	Title:	 	Designated Signatory










			
	 GOLUB CAPITAL MANAGEMENT
 CLO 2007-1, LTD, as a Lender

		
	By:	 	 GOLUB CAPITAL PARTNERS
 MANAGEMENT LTD, as Collateral Manager

		
	By:	 	 /s/ Cora Passis

	Name:	 	Cora Passis
	Title:	 	Designated Signatory










			
	GOLUB CAPITAL SENIOR LOAN OPPORTUNITY FUND, LTD., as a Lender
		
	By:	 	 GOLUB CAPITAL INCORPORATED,
 as Collateral Manager

		
	By:	 	 /s/ Cora Passis

	Name:	 	Cora Passis
	Title:	 	Designated Signatory










			
	GOLUB INTERNATIONAL LOAN LTD, I,
as a Lender
		
	By:	 	GOLUB CAPITAL INTERNATIONAL
MANAGEMENT LLC, as Collateral Manager
		
	By:	 	 /s/ David Golub

	Name:	 	David Golub
	Title:	 	Designated Signatory










			
	 Grand Central Asset Trust, Cameron I Series,
 as a Lender

		
	 By:
	 	 /s/ Adam Jacobs

	 Name:
	 	Adam Jacobs
	 Title:
	 	Attorney-in-Fact










			
	 Grand Horn CLO Ltd.,
 as a Lender

		
	By:	 	 Seix Investment Advisors LLC,
 as Collateral Manager

		
	By:	 	 /s/ George Goudelias

	Name:	 	George Goudelias
	Title:	 	Managing Director










			
	Grayson CLO, Ltd.
		
	By:	 	 Highland Capital Management, L.P.,
 as Collateral Manager

		
	By:	 	 Strand Advisors, Inc.,
 Its
General Partner

		
	By:	 	 /s/ Jason Post

	Name:	 	Jason Post
	Title:	 	Operations Director










			
	 Green Lane CLO Ltd,
 as a Lender

		
	By:	 	 Guggenheim Investment Management, LLC,
 as Collateral Manager

		
	By:	 	 /s/ Kaitlin Trinh

	Name:	 	Kaitlin Trinh
	Title:	 	Director










			
	 Green Park CDO B.V.,
 as a Lender

		
	By:	 	 /s/ Dan H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory










			
	Greenbriar CLO, Ltd.
		
	By:	 	 Highland Capital Management, L.P.,
 as Collateral Manager

		
	By:	 	 Strand Advisors, Inc.,
 Its
General Partner

		
	By:	 	 /s/ Jason Post

	Name:	 	Jason Post
	Title:	 	Operations Director










			
	GREYROCK CDO LTD.
		
	By:	 	 Aladdin Capital Management LLC as Manager,
 as a Lender

		
	By:	 	 /s/ Christine M. Barto

	Name:	 	Christine M. Barto
	Title:	 	Authorized Signatory










			
	GSO Co-Investment Partners, LLC
		
	By:	 	GSO Capital Partners LP as Manager
		
	By:	 	 /s/ Dan H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory










			
	 GSO Domestic Capital Funding LLC,
 as a Lender

		
	By:	 	GSO Capital Partners LP, as Collateral Manager
		
	By:	 	 /s/ George Fan

	Name:	 	George Fan
	Title:	 	Authorized Signatory










			
	 GSO Royal Holdings CB LLC
 as a Lender

		
	By:	 	GSO Capital Partners LP, Manager
		
	By:	 	 /s/ George Fan

	Name:	 	George Fan
	Title:	 	Authorized Signatory










			
	GULF STREAM-COMPASS CLO 2002-I, LTD
		
	By:	 	Gulf Stream Asset Management LLC
		 	As Collateral Manager
	
	GULF STREAM-COMPASS CLO 2003-I, LTD
		
	By:	 	Gulf Stream Asset Management LLC
		 	As Collateral Manager
	
	GULF STREAM-COMPASS CLO 2004-I, LTD
		
	By:	 	Gulf Stream Asset Management LLC
		 	As Collateral Manager
	
	GULF STREAM-COMPASS CLO 2005-I, LTD
		
	By:	 	Gulf Stream Asset Management LLC
		 	As Collateral Manager
	
	GULF STREAM-COMPASS CLO 2005-II, LTD
		
	By:	 	Gulf Stream Asset Management LLC
		 	As Collateral Manager
	
	GULF STREAM-RASHINBAN CLO 2006-I, LTD
		
	By:	 	Gulf Stream Asset Management LLC
		 	As Collateral Manager
	
	GULF STREAM-SEXTANT CLO 2007-I, LTD
		
	By:	 	Gulf Stream Asset Management LLC
		 	As Collateral Manager
	
	GULF STREAM-COMPASS CLO 2007, LTD
		
	By:	 	Gulf Stream Asset Management LLC
		 	As Collateral Manager
		
	By:	 	 /s/ Barry K. Love

	Name:	 	Barry K. Love
	Title:	 	Chief Credit Officer










			
	 Highland Floating Rate Advantage Fund,
 as a Lender

		
	By:	 	 /s/ Jason Blackburn

	Name:	 	Jason Blackburn
	Title:	 	Secretary and Treasurer










			
	HillMark Funding Ltd.,
		
	By:	 	 HillMark Capital Management, L.P.,
 as Collateral Manager, as Lender

		
	By:	 	 /s/ Hillel Weinberger

	Name:	 	Hillel Weinberger
	Title:	 	Chairman










			
	HSBC Bank USA, N.A., as a Lender
		
	By:	 	 /s/ David Hants

	Name:	 	David Hants
	Title:	 	Senior Vice President










			
	HUDSON CANYON FUNDING II, LTD
		
	By:	 	INVESCO Senior Secured Management, Inc. as Collateral Manager & Attorney in Fact
		
	By:	 	 /s/ Thomas Ewald

	Name:	 	Thomas Ewald
	Title:	 	Authorized Signature










			
	HUDSON STRAITS CLO 2004, LTD.
		
	By:	 	GSO / Blackstone Debt Funds Management LLC
		 	as Collateral Manager
		
	By:	 	 /s/ Dan H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory










			
	Hyde Park CDO B.V., as a Lender
		
	By:	 	 /s/ Dan H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory










			
	ILLINOIS STATE BOARD OF INVESTMENT
		
	By:	 	McDonnell Investment Management, LLC,
		 	as Manager
		
	By:	 	 /s/ Kathleen A. Zarn

	Name:	 	Kathleen A. Zarn
	Title:	 	Vice President










			
	ING Prime Rate Trust
		
	By:	 	ING Investment Management Co.,
		 	as its Investment Manager
	
	ING Senior Income Fund
		
	By:	 	ING Investment Management Co.,
		 	as its Investment Manager
	
	ING Investment Management CLO II, LTD.
		
	By:	 	ING Alternative Asset Management LLC,
		 	as its Investment Manager
	
	ING Investment Management CLO IV, LTD.
		
	By:	 	ING Alternative Asset Management LLC,
		 	as its Investment Manager
	
	ING International (II) – Senior Bank Loans Euro
		
	By:	 	 ING Investment Management Co.,
 as its Investment Manager

	
	ING Investment Trust Co. Plan for Employee Benefit Investment Funds – Senior Loan Fund
		
	By:	 	ING Investment Trust Co.
		 	as its trustee
		
	By:	 	 /s/ Robert Wilson

	Name:	 	Robert Wilson
	Title:	 	Senior Vice President










			
	INWOOD PARK CDO LTD.
		
	By:	 	Blackstone Debt Advisors L.P.
		 	as Collateral Manager
		
	By:	 	 /s/ Dan H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory










			
	Iron Hill CLO Limited, as a Lender
		
	By:	 	Guggenheim Partners Europe Limited, as Collateral Manager
		
	By:	 	 /s/ Adrian Duffy

	Name:	 	Adrian Duffy
	Title:	 	Senior Managing Director


  








			
	Jasper CLO, Ltd.
		
	By:	 	 Highland Capital Management, L.P.,
 as Collateral Manager

		
	By:	 	 Strand Advisors, Inc.,
 Its
General Partner

		
	By:	 	 /s/ Jason Post

	Name:	 	Jason Post
	Title:	 	Operations Director


  








			
	 John Alden Life Insurance Company
 as a Lender

		
	By:	 	 /s/ Arvind Admal

	Name:	 	Arvind Admal
	Title:	 	AS ATTORNEY-IN-FACT










			
	 JPMorgan Leveraged Loans Master Fund L.P.,
 as a Lender

		
	By:	 	 /s/ William J. Morgan

	Name:	 	William J. Morgan
	Title:	 	Managing Director










			
	Kennecott Funding Ltd, as a Lender
		
	By:	 	 Guggenheim Investment Management, LLC,
 as Collateral Manager

		
	By:	 	 /s/ Kaitlin Trinh

	Name:	 	Kaitlin Trinh
	Title:	 	Director


  








			
	KeyBank National Association, as a Lender
		
	By:	 	 /s/ Raed Y. Alfayoumi

	Name:	 	Raed Y. Alfayoumi
	Title:	 	Vice President










			
	LAFAYETTE SQUARE CDO LTD.
		
	By:	 	Blackstone Debt Advisors L.P.
		 	as Collateral Manager
		
	By:	 	 /s/ Dan H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory










			
	LANDMARK III CDO LTD.
		
	By:	 	Aladdin Capital Management LLC as Manager
		 	as a Lender
		
	By:	 	 /s/ Christine M. Barto

	Name:	 	Christine M. Barto
	Title:	 	Authorized Signatory










			
	LANDMARK IX CDO LTD.
		
	By:	 	Aladdin Capital Management LLC as Manager
		 	as a Lender
		
	By:	 	 /s/ Christine M. Barto

	Name:	 	Christine M. Barto
	Title:	 	Authorized Signatory










			
	LANDMARK V CDO LTD.
		
	By:	 	Aladdin Capital Management LLC as Manager
		 	as a Lender
		
	By:	 	 /s/ Christine M. Barto

	Name:	 	Christine M. Barto
	Title:	 	Authorized Signatory










			
	LANDMARK VI CDO LTD.
		
	By:	 	 Aladdin Capital Management LLC
 as Manager as a Lender

		
	By:	 	 /s/ Christine M. Barto

	Name:	 	Christine M. Barto
	Title:	 	Authorized Signatory










			
	LANDMARK VII CDO LTD.
		
	By:	 	 Aladdin Capital Management LLC
 as Manager as a Lender

		
	By:	 	 /s/ Christine M. Barto

	Name:	 	Christine M. Barto
	Title:	 	Authorized Signatory


  








			
	LANDMARK VIII CDO LTD.
		
	By:	 	Aladdin Capital Management LLC
as Manager as a Lender
		
	By:	 	 /s/ Christine M. Barto

	Name:	 	Christine M. Barto
	Title:	 	Authorized Signatory


  








			
	Latitude CLO I, Ltd., as a Lender
		
	By:	 	 /s/ Kirk Wallace

	Name:	 	Kirk Wallace
	Title:	 	Senior Vice President










			
	Latitude CLO II, Ltd., as a Lender
		
	 By:
	 	 /s/ Kirk Wallace

	 Name:
	 	Kirk Wallace
	 Title:
	 	Senior Vice President










			
	Latitude CLO III, Ltd., as a Lender
		
	By:	 	 /s/ Kirk Wallace

	Name:	 	Kirk Wallace
	Title:	 	Senior Vice President










			
	LeverageSource III S.a.r.l, as a Lender
		
	By:	 	 /s/ Kristopher D. Lacy

	Name:	 	Kristopher D. Lacy
	Title:	 	Authorized Signatory










			
	Liberty Mutual Fire Insurance Company, as a Lender
		
	By:	 	 /s/ Sheila Finnerty

	Name:	 	Sheila Finnerty
	Title:	 	Vice President










			
	Liberty Mutual Insurance Company, as a Lender
		
	By:	 	 /s/ Sheila Finnerty

	Name:	 	Sheila Finnerty
	Title:	 	Vice President










			
	LIMEROCK CLO I
		
	By:	 	INVESCO Senior Secured Management, Inc.
		 	as Investment Manager
		
	By:	 	 /s/ Thomas Ewald

	Name:	 	Thomas Ewald
	Title:	 	Authorized Signature










			
	Loan Funding III (Delaware) LLC, as a Lender
		
	By:	 	Pacific Investment Management Company LLC,
		 	as its Investment Advisor
		
	By:	 	 /s/ Arthur Y.D. Ong

	Name:	 	Arthur Y.D. Ong
	Title:	 	Executive Vice President










			
	Loan Funding IV LLC
		
	By:	 	 Highland Capital Management, L.P.,
 as Collateral Manager

		
	By:	 	Strand Advisors, Inc., Its General Partner
		
	By:	 	 /s/ Jason Post

	Name:	 	Jason Post
	Title:	 	Operations Director










			
	Loan Funding VII LLC
		
	By:	 	Highland Capital Management, L.P.,
		 	as Collateral Manager
		
	By:	 	Strand Advisors, Inc., Its General Partner
		
	By:	 	 /s/ Jason Post

	Name:	 	Jason Post
	Title:	 	Operations Director










			
	Loan Star State Trust
		
	By:	 	Highland Capital Management, L.P.,
		 	as Collateral Manager
		
	By:	 	Strand Advisors, Inc., Its General Partner
		
	By:	 	 /s/ Jason Post

	Name:	 	Jason Post
	Title:	 	Operations Director










			
	Longhorn Credit Funding, LLC
		
	By:	 	Highland Capital Management, L.P.,
		 	as Collateral Manager
		
	By:	 	Strand Advisors, Inc., Its General Partner
		
	By:	 	 /s/ Jason Post

	Name:	 	Jason Post
	Title:	 	Operations Director










			
	Lord Abbett Investment Trust – Lord Abbett
	Floating Rate Fund, as a Lender
		
	 By:
	 	 /s/ Elizabeth [not legible]

	 Name:
	 	Elizabeth [not legible]
	 Title:
	 	Portfolio Manager










			
	Madison Park Funding I, Ltd, as a Lender
		
	By:	 	 /s/ Thomas Flannery

	Name:	 	Thomas Flannery
	Title:	 	Authorized Signatory










			
	Madison Park Funding II, Ltd
		
	By:	 	Credit Suisse Alternative Capital, Inc.,
		 	as Collateral Manager
		
	By:	 	 /s/ Thomas Flannery

	Name:	 	Thomas Flannery
	Title:	 	Authorized Signatory










			
	Madison Park Funding III, Ltd
		
	By:	 	Credit Suisse Alternative Capital, Inc.,
		 	as Collateral Manager
		
	By:	 	 /s/ Thomas Flannery

	Name:	 	Thomas Flannery
	Title:	 	Authorized Signatory










			
	Mars Associates Retirement Plan, as a Lender
		
	By:	 	Pacific Investment Management Company LLC,
		 	as its Investment Advisor
		
	By:	 	 /s/ Arthur Y.D. Ong

	Name:	 	Arthur Y.D. Ong
	Title:	 	Executive Vice President










			
	Mayport CLO Ltd., as a Lender
		
	By:	 	Pacific Investment Management Company LLC,
		 	as its Investment Advisor
		
	By:	 	 /s/ Arthur Y.D. Ong

	Name:	 	Arthur Y.D. Ong
	Title:	 	Executive Vice President










			
	MONUMENT PARK CDO LTD.
		
	By:	 	Blackstone Debt Advisors L.P.
		 	as Collateral Manager
		
	By:	 	 /s/ Dan H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory










			
	MORGAN STANLEY SENIOR FUNDING, INC.,
	as a Lender
		
	By:	 	 /s/ Ryan Vetsch

	Name:	 	Ryan Vetsch
	Title:	 	Vice President










			
	MOSELLE CLO S.A.
		
	By:	 	INVESCO Senior Secured Management, Inc.
		 	as Collateral Manager
		
	By:	 	 /s/ Thomas Ewald

	Name:	 	Thomas Ewald
	Title:	 	Authorized Signature










			
	 Muzinich & Co (Ireland) Limited for the account of
 Extrayield $ Loan Fund, as a Lender

		
	By:	 	 /s/ Michael Ludwig

	Name:	 	Michael Ludwig
	 Title:
	 	Director










			
	NAUTIQUE FUNDING LTD.
		
	By:	 	INVESCO Senior Secured Management, Inc.
		 	as Collateral Manager
		
	By:	 	 /s/ Thomas Ewald

	Name:	 	Thomas Ewald
	Title:	 	Authorized Signature










			
	NewStar CP Funding LLC, as a Lender
		
	By:	 	 NewStar Financial, Inc., its Designated Manager

		
	By:	 	 /s/ Jeffrey Greene

	Name:	 	Jeffrey Greene
	Title:	 	Director










			
	NewStar Credit Opportunities Funding II Ltd.,
	as a Lender
		
	By:	 	NewStar Financial, Inc., its Designated Manager
		
	By:	 	 /s/ Jeffrey Greene

	Name:	 	Jeffrey Greene
	Title:	 	Director










			
	OCTAGON INVESTMENT PARTNERS V, LTD.
	By:	 	Octagon Credit Investors, LLC
		 	as Portfolio Manager
	
	OCTAGON INVESTMENT PARTNERS VI, LTD.
	By:	 	Octagon Credit Investors, LLC
		 	as Collateral Manager
	
	OCTAGON INVESTMENT PARTNERS VII, LTD.
	By:	 	Octagon Credit Investors, LLC
		 	as Collateral Manager
	
	OCTAGON INVESTMENT PARTNERS VIII, LTD.
	By:	 	Octagon Credit Investors, LLC
		 	as Collateral Manager
	
	OCTAGON INVESTMENT PARTNERS IX, LTD.
	By:	 	Octagon Credit Investors, LLC
		 	as Manager
	
	OCTAGON INVESTMENT PARTNERS X, LTD.
	By:	 	Octagon Credit Investors, LLC
		 	as Collateral Manager
	
	OCTAGON INVESTMENT PARTNERS XI, LTD.
	By:	 	Octagon Credit Investors, LLC
		 	as Collateral Manager
	
	HAMLET II, LTD.
	By:	 	Octagon Credit Investors, LLC
		 	as Portfolio Manager
	
	US Bank N.A., solely as trustee of the DOLL Trust (for Qualified Institutional Investors only), (and not in its individual capacity)
	By:	 	Octagon Credit Investors, LLC
		 	as Portfolio Manager
	
	                                       
                     , as a Lender
		
	By:	 	 /s/ Donald C. Young

	Name:	 	Donald C. Young
	Title:	 	Portfolio Manager










			
	PACIFIC FUNDING LLC, as a Lender
		
	By:	 	 /s/ Tara E. Kenny

	Name:	 	Tara E. Kenny
	Title:	 	Assistant Vice President










			
	Pacific Life Funds-PL. Floating Rate Loan Fund
		
	By:	 	 /s/ Jason Blackburn

	Name:	 	Jason Blackburn
	Title:	 	Authorized Signatory










			
	Pacific Select Fund-Floating Rate Loan Portfolio
		
	By:	 	 /s/ Jason Blackburn

	Name:	 	Jason Blackburn
	Title:	 	Authorized Signatory










			
	PACIFICA CDO II, Ltd., as a Lender
		
	By:	 	 /s/ Ronald Grobeck

	Name:	 	Ronald Grobeck
	Title:	 	Managing Director










			
	PACIFICA CDO IV, Ltd., as a Lender
		
	By:	 	 /s/ Ronald Grobeck

	Name:	 	Ronald Grobeck
	Title:	 	Managing Director










			
	PACIFICA CDO V, Ltd., as a Lender
		
	By:	 	 /s/ Ronald Grobeck

	Name:	 	Ronald Grobeck
	Title:	 	Managing Director










			
	PACIFICA CDO VI, Ltd., as a Lender
		
	By:	 	 /s/ Ronald Grobeck

	Name:	 	Ronald Grobeck
	Title:	 	Managing Director










			
	PETRUSSE EUROPEAN CLO S.A.
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As Collateral Manager

		
	By:	 	 /s/ Thomas Ewald

	Name:	 	Thomas Ewald
	Title:	 	Authorized Signatory


  








			
	PIMCO Cayman Bank Loan Fund, as a Lender
		
	By:	 	 Pacific Investment Management Company LLC,
 as its Investment Advisor

		
	By:	 	 /s/ Arthur Y. D. Ong

	Name:	 	Arthur Y. D. Ong
	Title:	 	Executive Vice President


  








			
	Portola CLO, Ltd., as a Lender
		
	By:	 	 Pacific Investment Management Company LLC,
 as its Investment Advisor

		
	By:	 	 /s/ Arthur Y. D. Ong

	Name:	 	Arthur Y. D. Ong
	Title:	 	Executive Vice President


  








			
	PPM GRAYHAWK CLO, LTD.
		
	By:	 	 /s/ [not legible]

		 	PPM America, Inc., as Collateral Manager


  








			
	 PPM MONARCH BAY FUNDING LLC,
 as a Lender

		
	By:	 	 /s/ Tara E. Kenny

	Name:	 	Tara E. Kenny
	Title:	 	Assistant Vice President










			
	 PPM SHADOW CREEK FUNDING LLC,
 as a Lender

		
	By:	 	 /s/ Tara E. Kenny

	Name:	 	Tara E. Kenny
	Title:	 	Assistant Vice President










			
	PROSPECT PARK CDO LTD
		
	By:	 	 Blackstone Debt Advisors L.P.,
 as Collateral Manager

		
	By:	 	 /s/ Daniel H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory










			
	Regent’s Park CDO B.V., as a Lender
		
	By:	 	 /s/ Daniel H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory










			
	RIVERSIDE PARK CLO LTD
		
	By:	 	 GSO / Blackstone Debt Funds Management LLC
 as Collateral Manager

		
	By:	 	 /s/ Daniel H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory


  








			
	RiverSource Bond Series, Inc.
	RiverSource Floating Rate Fund, as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Assistant Vice President










			
	RiverSource Institutional
	Leveraged Loan Fund II, L.P.,
		
	By:	 	 RiverSource Investment, LLC,
 as Investment Manager

		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Assistant Secretary










			
	RiverSource Life Insurance Company, as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Assistant Vice President










			
	RiverSource Strategic Allocation Series, Inc.
	 RiverSource Strategic Income Allocation Fund,
 as a Lender

		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Assistant Vice President










			
	Rogerscasey Target Solutions, LLC
		
	By:	 	 Shenkman Capital Management, Inc., as
 Investment Manager

		
	By:	 	 /s/ Richard H. Weinstein

	Name:	 	Richard H. Weinstein
	Title:	 	Executive Vice President










			
	SAGAMORE CLO LTD.
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As Collateral Manager

		
	By:	 	 /s/ Thomas Ewald

	Name:	 	Thomas Ewald
	Title:	 	Authorized Signatory










			
	Sandelman Finance 2006-1, Ltd.
		
	By:	 	 Sandelman Partners, LP
 as
Collateral Manager, as a Lender

		
	By:	 	 /s/ Peter A. Bio

	Name:	 	Peter A. Bio
	Title:	 	Head of Capital Structure










			
	Sandelman Finance 2006-2, Ltd.
		
	By:	 	 Sandelman Partners, LP
 as
Collateral Manager, as a Lender

		
	By:	 	 /s/ Peter A. Bio

	Name:	 	Peter A. Bio
	Title:	 	Head of Capital Structure










			
	SARATOGA CLO I, LIMITED
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As the Asset Manager

		
	By:	 	 /s/ Thomas Ewald

	Name:	 	Thomas Ewald
	Title:	 	Authorized Signatory










			
	Sargas CLO II LTD.
		
	By:	 	 Pangaea Asset Management, LLC,
 its Collateral Manager

		
	By:	 	 /s/ Michael P. King

	Name:	 	Michael P. King
	Title:	 	Senior Managing Director










			
	SERVES 2006-1, Ltd.
		
	 By:
	 	 /s/ [not legible]

		 	PPM America, Inc., as Collateral Manager


  








			
	SHINNECOCK CLO 2006-1 LTD, as a Lender
		
	By:	 	 /s/ John Hall

	Name:	 	John Hall
	Title:	 	Authorized Signatory










			
	Southfork CLO, Ltd.
		
	By:	 	Highland Capital Management, L.P.
As Collateral Manager
	By:	 	Strand Advisors, Inc., Its General Partner
		
	By:	 	 /s/ Jason Post

	Name:	 	 Jason Post

	Title:	 	Operations Director










			
	Southport CLO, Limited, as a Lender
		
	By:	 	 Pacific Investment Management Company LLC,
 as its Investment Advisor

		
	By:	 	 /s/ Arthur Y. D. Ong

	Name:	 	Arthur Y. D. Ong
	Title:	 	Executive Vice President


  








			
	 St. James’s Park CDO B.V., as a Lender

		
	 By:
	 	 /s/ Daniel H. Smith

	 Name:
	 	Daniel H. Smith
	 Title:
	 	Authorized Signatory










			
	State of Connecticut Retirement Plans and Trust Funds
		
	By:	 	 Shenkman Capital Management, Inc., as
 Investment Manager

		
	By:	 	 /s/ Richard H. Weinstein

	Name:	 	Richard H. Weinstein
	Title:	 	Executive Vice President










			
	 STICHTING DEPOSITARY APG FIXED INCOME
 CREDITS POOL, as a Lender

		
	By:	 	apg Asset Management US Inc.
		
	By:	 	 /s/ Michael Leiva

	Name:	 	Michael Leiva
	Title:	 	Portfolio Manager










			
	Stichting Mars Pensioenfonds, as a Lender
		
	By:	 	 Pacific Investment Management Company LLC,
 as its Investment Advisor

		
	By:	 	 /s/ Arthur Y. D. Ong

	Name:	 	Arthur Y. D. Ong
	Title:	 	Executive Vice President










			
	Stone Tower Credit Funding I Ltd.
		
	By:	 	 Stone Tower Fund Management LLC,
 As Its Collateral Manager, as a Lender

		
	By:	 	 /s/ Michael W. DelPercio

	Name:	 	Michael W. DelPercio
	Title:	 	Authorized Signatory










			
	Sumitomo Mitsui Banking Corporation, as a Lender
		
	By:	 	 /s/ William M. Ginn

	Name:	 	William M. Ginn
	Title:	 	Executive Officer










			
	 SWISS CAPITAL PRO LOAN LIMITED,
 as a Lender

	
	 For and on behalf of BNY Mellon Trust Company
 (Ireland) Limited under power of attorney

		
	By:	 	 /s/ Robert Blake

	Name:	 	Robert Blake
	Title:	 	Vice President










			
	TRIBECA PARK CLO LTD.
		
	By:	 	 GSO /Blackstone Debt Funds Management LLC,
 as Collateral Manager

		
	By:	 	 /s/ Daniel H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory










			
	Trimaran CLO IV Ltd, as a Lender
		
	By:	 	Trimaran Advisors, L.L.C.
		
	By:	 	 /s/ Dominick J. Mazzitelli

	Name:	 	Dominick J. Mazzitelli
	Title:	 	Managing Director










			
	Trimaran CLO V Ltd, as a Lender
		
	By:	 	Trimaran Advisors, L.L.C.
		
	By:	 	 /s/ Dominick J. Mazzitelli

	Name:	 	Dominick J. Mazzitelli
	Title:	 	Managing Director










			
	Trimaran CLO VI Ltd, as a Lender
		
	By:	 	Trimaran Advisors, L.L.C.
		
	By:	 	 /s/ Dominick J. Mazzitelli

	Name:	 	Dominick J. Mazzitelli
	Title:	 	Managing Director










			
	Trimaran CLO VII Ltd, as a Lender
		
	By:	 	Trimaran Advisors, L.L.C.
		
	By:	 	 /s/ Dominick J. Mazzitelli

	Name:	 	Dominick J. Mazzitelli
	Title:	 	Managing Director










			
	TRS HY FNDS LLC
		
	By:	 	 Deutsche Bank AG Cayman Islands Brach,
 its sole member

	By:	 	DB Services New Jersey, Inc.
		
	By:	 	 /s/ Alice L. Wagner

	Name:	 	Alice L. Wagner
	Title:	 	Vice President
		
	By:	 	 /s/ Angeline Quintana

	Name:	 	Angeline Quintana
	Title:	 	Assistant Vice President


  








			
	Trustmark Insurance Company
		
	By:	 	 Shenkman Capital Management, Inc., as
 Investment Advisor

		
	By:	 	 /s/ Richard H. Weinstein

	Name:	 	Richard H. Weinstein
	Title:	 	Executive Vice President


  








			
	Union Bank, N.A., as a Lender
		
	By:	 	 /s/ Allan B. Miner

	Name:	 	Allan B. Miner
	Title:	 	Vice President










			
	Union Security Insurance Company, as a Lender
		
	By:	 	 /s/ Arvind Admal

	Name:	 	Arvind Admal
	Title:	 	As Attorney-In-Fact










			
	 UNION SQUARE CDO LTD.

		
	By:	 	 Blackstone Debt Advisors L.P.
 as Collateral Manager

		
	By:	 	 /s/ Daniel H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory










			
	 United Service Protection Corp., as a Lender

		
	By:	 	 /s/ Arvind Admal

	Name:	 	Arvind Admal
	Title:	 	As Attorney-In-Fact










			
	 VENTURE III CDO LIMITED,

	By:	 	 its investment advisor,
 MJX
Asset Management LLC, as a Lender

		
	By:	 	 /s/ Simon Yuan

	Name:	 	Simon Yuan
	Title:	 	Vice President










			
	VENTURE IX CDO LIMITED,
	By:	 	 its investment advisor,
 MJX
Asset Management LLC, as a Lender

		
	By:	 	 /s/ Simon Yuan

	Name:	 	Simon Yuan
	Title:	 	Vice President










			
	 VENTURE VII CDO LIMITED,

	By:	 	 its investment advisor,
 MJX
Asset Management LLC, as a Lender

		
	By:	 	 /s/ Simon Yuan

	Name:	 	Simon Yuan
	Title:	 	Vice President










			
	VENTURE VIII CDO LIMITED,
	By:	 	 its investment advisor,
 MJX
Asset Management LLC, as a Lender

		
	By:	 	 /s/ Simon Yuan

	Name:	 	Simon Yuan
	Title:	 	Vice President










			
	Virginia Retirement System, as a Lender
		
	By:	 	 Pacific Investment Management Company LLC,
 as its Investment Advisor

		
	By:	 	 /s/ Arthur Y. D. Ong

	Name:	 	Arthur Y. D. Ong
	Title:	 	Executive Vice President










			
	WASATCH CLO LTD
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As Portfolio Manager

		
	By:	 	 /s/ Thomas Ewald

	Name:	 	Thomas Ewald
	Title:	 	Authorized Signatory










			
	Wells Fargo Bank, National Association, as a Lender
		
	By:	 	 /s/ Karen Byler

	Name:	 	Karen Byler
	Title:	 	Senior Vice President










			
	Westbrook CLO, Ltd.
		
	By:	 	 Shenkman Capital Management, Inc.,
 as Investment Manager

		
	By:	 	 /s/ Richard H. Weinstein

	Name:	 	Richard H. Weinstein
	Title:	 	Executive Vice President










			
	Westwood CDO I, Ltd., as a Lender
		
	By:	 	 /s/ Ronald Grobeck

	Name:	 	Ronald Grobeck
	Title:	 	Managing Director










			
	Westwood CDO II, Ltd., as a Lender
		
	By:	 	 /s/ Ronald Grobeck

	Name:	 	Ronald Grobeck
	Title:	 	Managing Director









 EXHIBIT A 
 FORM FIRST LIEN INTERCREDITOR AGREEMENT 
 FIRST LIEN
INTERCREDITOR AGREEMENT 
 dated as of 
 January [    ], 2010 
 among 
 BANK OF AMERICA, N.A., 
 as Administrative Agent for the Credit Agreement Secured Parties, 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as the 2018 Notes Collateral Agent, 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 as the 2018 Notes Authorized
Representative, 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 as the 2020 Notes Collateral Agent, 
 WELLS FARGO BANK,
NATIONAL ASSOCIATION, 
 as the 2020 Notes Authorized Representative, 
 and 
 each additional Collateral Agent and Authorized
Representative from time to time party hereto 







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	 ARTICLE I

	
	 DEFINITIONS

			
	 SECTION 1.01
	  	 Construction; Certain Defined Terms
	  	2
	
	 ARTICLE II

	
	 PRIORITIES AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL

			
	 SECTION 2.01
	  	 Priority of Claims
	  	11
			
	 SECTION 2.02
	  	 Actions with Respect to Shared Collateral; Prohibition on Contesting Liens
	  	12
			
	 SECTION 2.03
	  	 No Interference; Payment Over
	  	14
			
	 SECTION 2.04
	  	 Automatic Release of Liens
	  	15
			
	 SECTION 2.05
	  	 Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings
	  	15
			
	 SECTION 2.06
	  	 Reinstatement
	  	16
			
	 SECTION 2.07
	  	 Insurance
	  	16
			
	 SECTION 2.08
	  	 Refinancings
	  	17
			
	 SECTION 2.09
	  	 Possessory Collateral Agent as Gratuitous Bailee for Perfection
	  	17
			
	 SECTION 2.10
	  	 Amendments to First Lien Security Documents
	  	17
	
	 ARTICLE III

	
	 EXISTENCE AND AMOUNTS OF LIENS AND OBLIGATIONS

	
	ARTICLE IV
	
	 THE APPLICABLE COLLATERAL AGENT

			
	 SECTION 4.01
	  	 Authority
	  	19
	
	 ARTICLE V

	
	 MISCELLANEOUS

			
	 SECTION 5.01
	  	 Notices
	  	20
			
	 SECTION 5.02
	  	 Waivers; Amendment; Joinder Agreements
	  	21
			
	 SECTION 5.03
	  	 Parties in Interest
	  	21
			
	 SECTION 5.04
	  	 Survival of Agreement
	  	22
			
	 SECTION 5.05
	  	 Counterparts
	  	22

  

 -i- 









					
	 	  	 	  	Page
			
	 SECTION 5.06
	  	 Severability
	  	22
			
	 SECTION 5.07
	  	 Governing Law
	  	22
			
	 SECTION 5.08
	  	 Submission to Jurisdiction; Waivers
	  	22
			
	 SECTION 5.09
	  	 WAIVER OF JURY TRIAL
	  	23
			
	 SECTION 5.10
	  	 Headings
	  	23
			
	 SECTION 5.11
	  	 Conflicts
	  	23
			
	 SECTION 5.12
	  	 Provisions Solely to Define Relative Rights
	  	23
			
	 SECTION 5.13
	  	 Integration
	  	23
			
	 SECTION 5.14
	  	 Other First Lien Obligations
	  	24
			
	 SECTION 5.15
	  	 Agent Capacities
	  	25

  

 -ii- 








 FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time
to time, this “Agreement”) dated as of January [    ], 2010, among BANK OF AMERICA, N.A., as administrative agent for the Credit Agreement Secured Parties (as defined below) under the Credit Documents (as
defined below) (in such capacity and together with its successors in such capacity, the “Administrative Agent”), Wells Fargo Bank, National Association, as collateral agent for the 2018 Notes First Lien Secured Parties (as
defined below) (in such capacity and together with its successors in such capacity, the “2018 Notes Collateral Agent”), Wells Fargo Bank, National Association, as Authorized Representative for the 2018 Notes First Lien
Secured Parties (in such capacity and together with its successors in such capacity, the “2018 Notes Authorized Representative”), Wells Fargo Bank, National Association, as collateral agent for the 2020 Notes First Lien
Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “2020 Notes Collateral Agent”), Wells Fargo Bank, National Association, as Authorized Representative for the 2020
Notes First lien Secured Parties (in such capacity and together with its successors in such capacity, the “2020 Notes Authorized Representative”), and each additional Authorized Representative from time to time party hereto
for the Other First Lien Secured Parties of the Series with respect to which it is acting in such capacity. 
 Reference is made
to (i) the Credit Agreement dated as of October 7, 2008 (as amended, restated, extended, Refinanced, supplemented, waived or otherwise modified from time to time (including by that certain Amendment and Waiver dated as of January
[    ], 2010) the “Credit Agreement”), among Brocade Communication Systems, Inc. (the “Company”), the Lenders party thereto from time to time, the Administrative Agent and the other
parties named therein, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time; (ii) the Security Agreement, dated as of December 18, 2008 (as amended, restated, extended, supplemented,
waived or otherwise modified from time to time, the “Security Agreement”), by and among the Grantors party thereto and the Credit Agreement Collateral Agent, as the same may be further amended, restated, amended and restated,
extended, supplemented or modified from time to time; (iii) the [    ]% Senior Secured Notes due 2018 (as amended, restated, extended, Refinanced, supplemented, waived or otherwise modified from time to time, the
“2018 Notes”) issued pursuant to an Indenture (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “2018 Notes Indenture”) dated as of date
hereof among the Company, the Subsidiaries identified therein and Wells Fargo Bank, National Association, as trustee (the “2018 Trustee”); (iv) the Security Agreement, dated as of the date hereof (as the same may be
amended, restated, amended and restated, extended, supplemented or modified from time to time, the “2018 Notes Security Agreement”), by and among the Company, the Subsidiaries party thereto, and the 2018 Notes Collateral
Agent; (v) the [    ]% Senior Secured Notes due 2020 (as amended, restated, extended, Refinanced, supplemented or otherwise modified from time to time, the “2020 Notes”) issued pursuant to an
Indenture (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “2020 Notes Indenture”) dated as of date hereof among the Company, the Subsidiaries identified therein
and Wells Fargo Bank, National Association, as trustee (the “2020 Trustee”); and (vi) the Security Agreement, dated as of the date hereof (as the same may be amended, restated, amended and restated, extended,
supplemented or modified from time to time, the “2020 Notes Security Agreement”), by and among the Company, the Subsidiaries party thereto, and the 2020 Notes Collateral Agent. 







 In consideration of the mutual agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each Collateral Agent (as defined below), the Administrative Agent (for itself and on behalf of the Credit Agreement Secured Parties), the 2018 Trustee (for itself and on
behalf of the 2018 Notes First Lien Secured Parties), the 2020 Trustee (for itself and on behalf of the 2020 Notes First Lien Secured Parties) and each additional Authorized Representative (for itself and on behalf of the Other First Lien Secured
Parties of the applicable Series) agree as follows: 
 Section 9. DEFINITIONS 
 (a) Construction; Certain Defined Terms. 
 (i) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same
meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to such
agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but
shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement,
(v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive. 
 (ii) It is the
intention of the First Lien Secured Parties of each Series that the holders of First Lien Obligations of such Series (and not the First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent
jurisdiction that (x) any of the First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien
Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than
another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any
Collateral for any other Series of First Lien Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an
“Impairment” of such Series); provided that the

  

 -2- 








 
existence of a maximum claim with respect to any real property subject to a mortgage which applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First
Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of
such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent necessary so
that the effects of such Impairment are borne solely by the holders of the Series of such First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law
(including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such First Lien Obligations or the Secured Credit Documents governing such First Lien Obligations shall refer to such obligations or such
documents as so modified. 
 (iii) Capitalized terms used and not otherwise defined herein shall have the meanings set forth in
the Credit Agreement. As used in this Agreement, the following terms have the meanings specified below: 
 “2018
Notes” has the meaning assigned to such term in the recitals of this Agreement. 
 “2018 Notes
Authorized Representative” shall have the meaning assigned to such term in the introductory paragraph to this Agreement. 
 “2018 Notes Collateral Agent” has the meaning assigned to such term in the recitals of this Agreement. 
 “2018 Notes Indenture” has the meaning assigned to such term in the recitals of this Agreement. 
 “2018 Notes First Lien Documents” means the 2018 Notes Indenture, the 2018 Notes issued thereunder, the 2018 Notes Security Agreement and any security documents and other operative
agreements evidencing or governing the Indebtedness thereunder, and the liens securing such Indebtedness, including any agreement entered into for the purpose of securing the 2018 Notes First Lien Obligations. 
 “2018 Notes First Lien Obligations” means the Other First Lien Obligations pursuant to the 2018 Notes Indenture.

 “2018 Notes First Lien Secured Parties” means the 2018 Notes Collateral Agent, the 2018 Notes
Authorized Representative and the holders of the 2018 Notes First Lien Obligations. 
 “2018 Notes Security
Agreement” has the meaning assigned to such term in the recitals of this Agreement. 
  

 -3- 








 “2018 Trustee” has the meaning assigned to such term in the recitals
of this Agreement. 
 “2020 Notes” has the meaning assigned to such term in the recitals of this
Agreement. 
 “2020 Notes Authorized Representative” shall have the meaning assigned to such term in the
introductory paragraph to this Agreement. 
 “2020 Notes Collateral Agent” has the meaning assigned to
such term in the recitals of this Agreement. 
 “2020 Notes Indenture” has the meaning assigned to such
term in the recitals of this Agreement. 
 “2020 Notes First Lien Documents” means the 2020 Notes
Indenture, the 2020 Notes issued thereunder, the 2020 Notes Security Agreement and any security documents and other operative agreements evidencing or governing the Indebtedness thereunder, and the liens securing such Indebtedness, including any
agreement entered into for the purpose of securing the 2020 Notes First Lien Obligations. 
 “2020 Notes First Lien
Obligations” means the Other First Lien Obligations pursuant to the 2020 Notes Indenture. 
 “2020 Notes
First Lien Secured Parties” means the 2020 Notes Collateral Agent, the 2020 Notes Authorized Representative and the holders of the 2020 Notes First Lien Obligations. 
 “2020 Notes Security Agreement” has the meaning assigned to such term in the recitals of this Agreement. 

“2020 Trustee” has the meaning assigned to such term in the recitals of this Agreement. 
 “Additional Senior Class Debt Collateral Agent” shall have the meaning assigned to such term in Section 5.14.

 “Additional Senior Class Debt” shall have the meaning assigned to such term in Section 5.14.

 “Additional Senior Class Debt Parties” shall have the meaning assigned to such term in
Section 5.14. 
 “Additional Senior Class Debt Representative” shall have the meaning assigned to
such term in Section 5.14. 
 “Administrative Agent” shall have the meaning assigned to such term
in the introductory paragraph of this Agreement. 
  

 -4- 








 “Agreement” shall have the meaning assigned to such term in the
introductory paragraph of this Agreement. 
 “Applicable Authorized Representative” means, with respect
to any Shared Collateral, (i) the Administrative Agent for so long as a Discharge of the Credit Agreement Obligations shall not have occurred and (ii) the Major Non-Controlling Authorized Representative if there has been a Discharge of the
Credit Agreement Obligations; provided, in each case, that if there shall occur one or more Non-Controlling Authorized Representative Enforcement Dates, the Applicable Authorized Representative shall be the Authorized Representative that is the
Major Non-Controlling Authorized Representative in respect of the most recent Non-Controlling Authorized Representative Enforcement Date. 
 “Applicable Collateral Agent” means, with respect to any Shared Collateral, (i) the Administrative Agent for so long as a Discharge of the Credit Agreement Obligations shall
not have occurred and (ii) the Collateral Agent for the Series of First Lien Obligations represented by the Major Non-Controlling Authorized Representative if there has been a Discharge of the Credit Agreement Obligations; provided, in each
case, that if there shall occur one or more Non-Controlling Authorized Representative Enforcement Dates, the Applicable Collateral Agent shall be the Collateral Agent for the Series of First Lien Obligations represented by the Major Non-Controlling
Authorized Representative in respect of the most recent Non-Controlling Authorized Representative Enforcement Date. 
 “Authorized Representative” means, at any time, (i) in the case of any Credit Agreement Obligations or the Credit Agreement Secured Parties, the Administrative Agent, (ii) in the case of the 2018 Notes
Obligations or the 2018 Notes Secured Parties, the 2018 Trustee, (iii) in the case of the 2020 Notes Obligations or the 2020 Notes Secured Parties, the 2020 Trustee and (iv)in the case of any other Series of Other First Lien Obligations or
Other First Lien Secured Parties that become subject to this Agreement after the date hereof, the Authorized Representative named for such Series in the applicable Joinder Agreement. 
 “Bankruptcy Case” shall have the meaning assigned to such term in Section 2.05(b). 
 “Bankruptcy Code” shall mean Title 11 of the United States Code, as amended. 
 “Bankruptcy Law” shall mean the Bankruptcy Code and any similar Federal, state or foreign law for the relief of
debtors. 
 “Collateral” means all assets and properties subject to Liens created pursuant to any First
Lien Security Document to secure one or more Series of First Lien Obligations. 
 “Collateral Agent”
means (i) in the case of any Credit Agreement Obligations, the Administrative Agent, (ii) in the case of the 2018 Notes Obligations, the 2018 Notes Collateral Agent, (iii) in the case of the 2020 Notes Obligations, the 2020 Notes
Collateral Agent and (iv) in the case of any other Series of Other First Lien Obligations that become subject to this Agreement after the date hereof, the Collateral Agent named for such Series in the applicable Joinder Agreement. 

 

 -5- 








 “Controlling Secured Parties” means, with respect to any Shared
Collateral, (i) at any time when the Administrative Agent is the Applicable Collateral Agent, the Credit Agreement Secured Parties and (ii) at any other time, the Series of First Lien Secured Parties whose Authorized Representative is the
Applicable Authorized Representative for such Shared Collateral. 
 “Credit Agreement” shall have the
meaning assigned to such term in the introductory paragraph to this Agreement. 
 “Credit Agreement Collateral
Documents” means the Security Agreement, the other Collateral Documents (as defined in the Credit Agreement) and each other agreement entered into in favor of the Administrative Agent for the purpose of securing any Credit Agreement
Obligations. 
 “Credit Agreement Obligations” means all amounts owing to any party pursuant to the
terms of any Credit Document, including, without limitation, all amounts in respect of any principal, premium, interest (including any interest accruing subsequent to the commencement of a Bankruptcy Case at the rate provided for in the Credit
Agreement, whether or not such interest is an allowed claim under any such proceeding or under applicable state, federal or foreign law), penalties, fees, expenses, indemnifications, reimbursements, damages and other liabilities, and guarantees of
the foregoing amounts and including, without limitation, the “Obligations” as defined in the Credit Agreement. 
 “Credit Agreement Secured Parties” means the holders of Credit Agreement Obligations, including the “Secured Parties” as defined in the Credit Agreement. 
 “Credit Documents” mean the Credit Agreement, each Credit Agreement Collateral Document and the Loan Documents (as
defined in the Credit Agreement). 
 “DIP Financing” shall have the meaning assigned to such term in
Section 2.05(b). 
 “DIP Financing Liens” shall have the meaning assigned to such term in
Section 2.05(b). 
 “DIP Lenders” shall have the meaning assigned to such term in
Section 2.05(b). 
 “Discharge” means, with respect to any Shared Collateral and any Series of
First Lien Obligations, the date on which such Series of First Lien Obligations is no longer secured by such Shared Collateral. The term “Discharged” shall have a corresponding meaning. 
 “Discharge of Credit Agreement Obligations” means, with respect to any Shared Collateral, the Discharge of the
Credit Agreement Obligations with respect to such Shared Collateral; provided that the Discharge of Credit Agreement Obligations shall not be deemed to have occurred in connection with a Refinancing of such Credit Agreement Obligations with
additional First Lien Obligations secured by such Shared Collateral under an Other First Lien Document which has been designated in writing by the Administrative Agent (under the Credit Agreement so Refinanced) to the Other First Lien Collateral
Agent and each other Authorized Representative as the “Credit Agreement” for purposes of this Agreement. 
  

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 “Event of Default” means an “Event of Default” (or
similarly defined term) as defined in any Secured Credit Document. 
 “First Lien Documents” means, with
respect to the Credit Agreement Obligations, the Credit Agreement Documents, and with respect to the Initial Other First Lien Obligations or any Series of Additional Senior Class Debt, the Other First Lien Documents. 
 “First Lien Obligations” means, collectively, (i) the Credit Agreement Obligations and (ii) each Series of
Other First Lien Obligations. 
 “First Lien Secured Parties” means (i) the Credit Agreement
Secured Parties and (ii) the Other First Lien Secured Parties with respect to each Series of Other First Lien Obligations (including the 2018 Notes First Lien Secured Parties and the 2020 Notes First Lien Secured Parties). 
 “First Lien Security Documents” means, collectively, (i) the Credit Agreement Collateral Documents and
(ii) the Other First Lien Security Documents, including the 2018 Notes Security Agreement and the 2020 Notes Security Agreement. 
 “Grantors” means the Company and each Subsidiary or direct or indirect parent company of the Company which has granted a security interest pursuant to any First Lien Security Document to secure any Series of First
Lien Obligations. 
 “Impairment” shall have the meaning assigned to such term in Section 1.01(b).

 “Initial Notes” means the 2018 Notes and the 2020 Notes. 
 “Initial Notes Security Agreements” means the 2018 Notes Security Agreement and the 2020 Notes Security Agreement.

 “Initial Other Authorized Representatives” means the 2018 Notes Authorized Representative and the
2020 Notes Authorized Representative. 
 “Initial Other First Lien Agreements” means the 2018 Notes
Indenture and the 2020 Notes Indenture. 
 “Initial Other First Lien Documents” means the 2018 Notes
First Lien Documents and the 2020 Notes First Lien Documents. 
 “Initial Other First Lien Obligations”
means the 2018 Notes First Lien Obligations and the 2020 Notes First Lien Obligations. 
 “Initial Other First Lien
Secured Parties” means the 2018 Notes First Lien Secured Parties and the 2020 Notes First Lien Secured Parties. 
  

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 “Insolvency or Liquidation Proceeding” means:

 (1) any case commenced by or against the Company or any other Grantor under any Bankruptcy Law, any other
proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Company or any other Grantor, any receivership or assignment for the benefit of creditors relating to the Company or any other
Grantor or any similar case or proceeding relative to the Company or any other Grantor or its creditors, as such, in each case whether or not voluntary; 
 (2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Company or any other Grantor, in each case whether or not voluntary and whether or not
involving bankruptcy or insolvency; or 
 (3) any other proceeding of any type or nature in which substantially
all claims of creditors of the Company or any other Grantor are determined and any payment or distribution is or may be made on account of such claims. 
 “Intervening Creditor” shall have the meaning assigned to such term in Section 2.01(a). 
 “Joinder Agreement” means the document in the form of Exhibit A to this Agreement required to be delivered by an Authorized Representative to each Collateral Agent and each
Authorized Representative pursuant to Section 5.14 of this Agreement in order to create an additional Series of Other First Lien Obligations or a Refinancing of any Series of First Lien Obligations and add Other First Lien Secured Parties
hereunder. 
 “Lien” shall mean any mortgage, pledge, security interest, hypothecation, assignment, lien
(statutory or other) or similar encumbrance (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof). 
 “Major Non-Controlling Authorized Representative” means, with respect to any Shared Collateral, the Authorized
Representative of the Series of Other First Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of First Lien Obligations with respect to such Shared Collateral; provided, however, that if
there are two outstanding Series of Other First Lien Obligations which have an equal outstanding principal amount, the Series of Other First Lien Obligations with the earlier maturity date shall be considered to have the larger outstanding principal
amount for purposes of this definition. 
 “New York UCC” shall mean the Uniform Commercial Code as from
time to time in effect in the State of New York. 
 “Non-Controlling Authorized Representative” means,
at any time with respect to any Shared Collateral, any Authorized Representative that is not the Applicable Authorized Representative at such time with respect to such Shared Collateral. 
  

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 “Non-Controlling Authorized Representative Enforcement Date” means,
with respect to any Non-Controlling Authorized Representative, the date which is 180 days (throughout which 180 day period such Non-Controlling Authorized Representative was the Major Non-Controlling Authorized Representative) after the occurrence
of both (i) an Event of Default (under and as defined in the First Lien Documents under which such Non-Controlling Authorized Representative is the Authorized Representative) and (ii) each Collateral Agent’s and each other
Authorized Representative’s receipt of written notice from such Non-Controlling Authorized Representative certifying that (x) such Non-Controlling Authorized Representative is the Major Non-Controlling Authorized Representative and that an
Event of Default (under and as defined in the First Lien Documents under which such Non-Controlling Authorized Representative is the Authorized Representative) has occurred and is continuing and (y) the First Lien Obligations of the Series with
respect to which such Non-Controlling Authorized Representative is the Authorized Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable Other
First Lien Document; provided that the Non-Controlling Authorized Representative Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral (1) at any time the
Applicable Authorized Representative has commenced and is diligently pursuing any enforcement action with respect to such Shared Collateral or (2) at any time the Grantor that has granted a security interest in such Shared Collateral is then a
debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding. 
 “Non-Controlling Secured Parties” means, with respect to any Shared Collateral, the First Lien Secured Parties which are not Controlling Secured Parties with respect to such Shared Collateral. 
 “Other First Lien Agreement” means any indenture, including the Initial Other First Lien Agreements and the Initial
Notes, credit agreement (excluding the Credit Agreement) or other agreement, document or instrument, pursuant to which any Grantor has or will incur Other First Lien Obligations; provided that, in each case, the Indebtedness thereunder (other
than the Initial Other First Lien Obligations) has been designated as Other First Lien Obligations pursuant to and in accordance with Section 5.14. 
 “Other First Lien Collateral Agents” means each of the Collateral Agents other than the Administrative Agent. 
 “Other First Lien Documents” means, with respect to the Initial Other First Lien Obligations or any Series of
Additional Senior Class Debt, the Other First Lien Agreements, including the Initial Other First Lien Documents and the Other First Lien Security Documents and each other agreement entered into for the purpose of securing the Initial Other First
Lien Obligations or any Series of Additional Senior Class Debt; provided that, in each case, the Indebtedness thereunder (other than the Initial Other First Lien Obligations) has been designated as Other First Lien Obligations pursuant to
Section 5.14 hereto. 
 “Other First Lien Obligations” means all amounts owing pursuant to the
terms of any Other First Lien Agreement (including the Initial Other First Lien Agreements), including, without limitation, all amounts in respect of any principal, premium, interest (including any interest accruing subsequent to the commencement of
a Bankruptcy Case at the rate provided for

  

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in the respective Other First Lien Agreement, whether or not such interest is an allowed claim under any such proceeding or under applicable state, federal or foreign law), penalties, fees,
expenses, indemnifications, reimbursements, damages and other liabilities, and guarantees of the foregoing amounts. 
 “Other First Lien Secured Party” means the holders of any Other First Lien Obligations and any Authorized Representative with respect thereto and shall include the Initial Other First Lien Secured Parties.

 “Other First Lien Security Documents” means any security agreement or any other document now existing
or entered into after the date hereof that create Liens on any assets or properties of any Grantor to secure the Other First Lien Obligations. 
 “Possessory Collateral” means any Shared Collateral in the possession of the Collateral Agent (or its agents or bailees), to the extent that possession thereof perfects a Lien
thereon under the Uniform Commercial Code of any jurisdiction or otherwise. Possessory Collateral includes, without limitation, any Certificated Securities, Promissory Notes, Instruments, and Chattel Paper, in each case, delivered to or in the
possession of the Collateral Agent under the terms of the First Lien Security Documents. All capitalized terms used in this definition and not defined elsewhere in this Agreement have the meaning assigned to them in the New York UCC. 
 “Proceeds” shall have the meaning assigned to such term in Section 2.01(a). 
 “Refinance” means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify,
supplement, restructure, refund, replace or repay, or to issue other indebtedness or enter alternative financing arrangements, in exchange or replacement for such indebtedness (in whole or in part), including by adding or replacing lenders,
creditors, agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated and including, in each case, through any credit agreement, indenture
or other agreement. “Refinanced” and “Refinancing” have correlative meanings. 
 “Secured Credit Document” means (i) the Credit Agreement and the Loan Documents (as defined in the Credit Agreement), (ii) the Initial Other First Lien Documents and (iii) each other Other First Lien
Documents. 
 “Security Agreement” has the meaning assigned to such term in the recitals of this
Agreement. 
 “Series” means (a) with respect to the First Lien Secured Parties, each of
(i) the Credit Agreement Secured Parties (in their capacities as such), (ii) the 2018 Notes First Lien Secured Parties (in their capacities as such), (iii) the 2020 Notes First Lien Secured Parties (in their capacities as such) and
(iv) the Other First Lien Secured Parties that become subject to this Agreement after the date hereof that are represented by a common Authorized Representative (in its capacity as such for such Other First Lien Secured Parties) and
(b) with respect to any First Lien Obligations, each of (i) the Credit Agreement Obligations, (ii) the 2018 Notes First Lien

  

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Obligations, (iii) the 2020 Notes First Lien Obligations and (iv) the Other First Lien Obligations incurred pursuant to any Other First Lien Document, which pursuant to any Joinder
Agreement, are to be represented hereunder by a common Authorized Representative (in its capacity as such for such Other First Lien Obligations). 
 “Shared Collateral” means, at any time, Collateral in which the holders of two or more Series of First Lien Obligations (or their respective Authorized Representatives or
Collateral Agents on behalf of such holders) hold a valid and perfected security interest or Lien at such time. If more than two Series of First Lien Obligations are outstanding at any time and the holders of less than all Series of First Lien
Obligations hold a valid and perfected security interest or Lien in any Collateral at such time, then such Collateral shall constitute Shared Collateral for those Series of First Lien Obligations that hold a valid security interest or Lien in such
Collateral at such time and shall not constitute Shared Collateral for any Series which does not have a valid and perfected security interest or Lien in such Collateral at such time. 
 Section 10. PRIORITIES AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL 
 (a) Priority of Claims. 
 (i) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing, and
the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Secured Party receives
any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party or
received by the Applicable Collateral Agent or any First Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to
the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any
such distribution being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order: 
 (1) FIRST, to the payment of all reasonable costs and expenses incurred by each Collateral Agent in connection with such
collection or sale or otherwise in connection with this Agreement, any other Secured Credit Documents or any of the First Lien Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment
of all advances made by the Applicable Collateral Agent or any First Lien Secured Party hereunder or under any other Secured Credit Documents on behalf of any Grantor and any other reasonable costs or expenses incurred in connection with the
exercise of any right or remedy hereunder or under any other Secured Credit Documents; 
  

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 (2) SECOND, to the extent Proceeds remain after the application pursuant to
preceding clause (i), to the payment in full of the First Lien Obligations of each Series (the amounts so applied to be distributed among the First Lien Secured Parties pro rata in accordance with the respective amounts of the First Lien Obligations
owed to them on the date of any such distribution and in accordance with the terms of the applicable Secured Credit Documents); and 
 (3) THIRD, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii), to the Grantors, their successors or assigns, or as a court of competent
jurisdiction may otherwise direct. 
 If, despite the provisions of this Section 2.01(a)(ii), any First Lien Secured Party
shall receive any payment or other recovery in excess of its portion of payments on account of the First Lien Obligations to which it is then entitled in accordance with this Section 2.01(a), such First Lien Secured Party shall hold such
payment or recovery in trust for the benefit of all First Lien Secured Parties for distribution in accordance with this Section 2.01(a). 
 (ii) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a First Lien Secured Party) has a lien or security interest that is junior in priority to the
security interest of any Series of First Lien Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of First Lien Obligations (such third party an
“Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in
respect of the Series of First Lien Obligations with respect to which such Impairment exists. 
 (iii) It is acknowledged that
the First Lien Obligations of any Series may, subject to the limitations set forth in the then extant Secured Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or
otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the First Lien Secured Parties of any Series. 
 (iv) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of First
Lien Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Secured Credit Documents or any defect or deficiencies in the Liens securing
the First Lien Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.01(b)), each First Lien Secured Party hereby agrees that the Liens securing each Series of First Lien Obligations on any
Shared Collateral shall be of equal priority. 
 (b) Actions with Respect to Shared Collateral; Prohibition on Contesting
Liens. 
  

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 (i) With respect to any Shared Collateral, notwithstanding Section 2.01, only the
Applicable Collateral Agent shall act or refrain from acting with respect to such Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral). At any time when the Administrative Agent is the
Applicable Collateral Agent with respect to any Shared Collateral, no Other First Lien Secured Party shall or shall instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a
trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon,
or take any other action available to it in respect of, such Shared Collateral (including with respect to any intercreditor agreement with respect to such Shared Collateral), whether under any Other First Lien Security Document, applicable law or
otherwise, it being agreed that only the Administrative Agent, acting in accordance with the Credit Agreement Collateral Documents, shall be entitled to take any such actions or exercise any such remedies with respect to such Shared Collateral at
such time. 
 (ii) With respect to any Shared Collateral at any time when any Other First Lien Collateral Agent is the
Applicable Collateral Agent, (i) such Other First Lien Collateral Agent shall act only on the instructions of the Applicable Authorized Representative, (ii) such Other First Lien Collateral Agent shall not follow any instructions with
respect to such Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral) from any Non-Controlling Authorized Representative (or any other First Lien Secured Party other than the Applicable
Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other First Lien Secured Party (other than the Applicable Authorized Representative) shall or shall instruct such Other First Lien Collateral Agent to,
commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with
respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, such Shared Collateral (including with respect to any intercreditor agreement with respect to such
Shared Collateral), whether under any First Lien Security Document, applicable law or otherwise, it being agreed that only such Other First Lien Collateral Agent, acting on the instructions of the Applicable Authorized Representative and in
accordance with the Other First Lien Security Documents applicable to it, shall be entitled to take any such actions or exercise any such remedies with respect to such Shared Collateral. 
 (iii) Notwithstanding the equal priority of the Liens securing each Series of First Lien Obligations, the Applicable Collateral Agent (in
the case of any Other First Lien Collateral Agent, acting on the instructions of the Applicable Authorized Representative) may deal with the Shared Collateral as if such Applicable Collateral Agent had a senior Lien on such Collateral. No
Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Applicable Collateral Agent, the Applicable Authorized Representative or the
Controlling Secured Party or any other exercise by the Applicable Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Party of any rights and remedies relating to the Shared Collateral, or to cause the Applicable
Collateral Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any First Lien Secured Party, the Applicable Collateral Agent or any Authorized Representative with respect to any Collateral not constituting
Shared Collateral. 
  

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 (iv) Each of the Collateral Agents and the Authorized Representatives agrees that it will
not accept any Lien on any Collateral for the benefit of any Series of First Lien Obligations (other than funds deposited for the discharge or defeasance of any Other First Lien Agreement) other than pursuant to the First Lien Security Documents,
and by executing this Agreement (or a Joinder Agreement), each Collateral Agent and each Authorized Representative and the Series of First Lien Secured Parties for which it is acting hereunder agree to be bound by the provisions of this Agreement
and the other First Lien Security Documents applicable to it. 
 (v) Each of the First Lien Secured Parties agrees that it will
not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of
any of the First Lien Secured Parties in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair (i) the rights of any Collateral Agent or
any Authorized Representative to enforce this Agreement or (ii) the rights of any First Lien Secured Party from contesting or supporting any other Person in contesting the enforceability of any Lien purporting to secure First Lien Obligations
constituting unmatured interest pursuant to Section 502(b)(2) of the Bankruptcy Code. 
 (c) No Interference; Payment
Over. 
 (i) Each First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the
validity or enforceability of any First Lien Obligations of any Series or any First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First Lien Security Document or the validity or enforceability of
the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning
the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any
action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Applicable Collateral Agent,
(iii) except as provided in Section 2.02, it shall have no right to (A) direct the Applicable Collateral Agent or any other First Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral
(including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Applicable Collateral Agent or any other First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will
not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Collateral Agent or any other First Lien Secured Party seeking damages from or other relief by way of specific performance,
instructions or otherwise with respect to any Shared Collateral, and none of the Applicable Collateral Agent, any Applicable Authorized Representative or any other First Lien Secured Party shall be liable for any action taken or omitted to be taken
by the Applicable Collateral Agent, such Applicable Authorized Representative or other First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives
any right, to have any Shared Collateral or any part thereof marshaled upon any

  

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foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any
provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Applicable Collateral Agent or any other First Lien Secured Party to enforce this Agreement. 
 (ii) Each First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds
or payment in respect of any such Shared Collateral, pursuant to any First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of
remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First Lien Secured Parties
having a security interest in such Shared Collateral and promptly transfer any such Shared Collateral, proceeds or payment, as the case may be, to the Applicable Collateral Agent for such Shared Collateral, to be distributed by such Applicable
Collateral Agent in accordance with the provisions of Section 2.01(a) hereof. 
 (d) Automatic Release of Liens.

 (i) If, at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in
connection with any enforcement by the Applicable Collateral Agent in accordance with the provisions of this Agreement, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the other Collateral
Agents for the benefit of each Series of First Lien Secured Parties upon such Shared Collateral will automatically be released and discharged upon final conclusion of foreclosure proceeding as and when, but only to the extent, such Liens of the
Applicable Collateral Agent on such Shared Collateral are released and discharged; provided that any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01 hereof. 
 (ii) Each Collateral Agent and each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors)
all such authorizations and other instruments as shall reasonably be requested by the Applicable Collateral Agent to evidence and confirm any release of Shared Collateral provided for in this Section. 
 (e) Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings. 
 (i) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or
any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against the Company or any of its subsidiaries. 
 (ii) If any Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing
(“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy

  

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Code, each First Lien Secured Party (other than any Controlling Secured Party or any Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection to any such
financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless any Controlling Secured Party, or an Authorized
Representative of any Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such
Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than
any Liens of any First Lien Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral granted to secure
the First Lien Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the First Lien Secured
Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-a-vis all the other First
Lien Secured Parties (other than any Liens of the First Lien Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the First Lien Secured Parties of each Series are granted Liens on
any additional collateral pledged to any First Lien Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-a-vis the First Lien Secured Parties as set forth in
this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the First Lien Obligations, such amount is applied pursuant to Section 2.01(a) of this Agreement, and (D) if any First Lien Secured
Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01(a) of this
Agreement; provided that the First Lien Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the First Lien Secured Parties of such
Series or its Authorized Representative that shall not constitute Shared Collateral; and provided further that the First Lien Secured Parties receiving adequate protection shall not object to any other First Lien Secured Party
receiving adequate protection comparable to any adequate protection granted to such First Lien Secured Parties in connection with a DIP Financing or use of cash collateral. 
 (f) Reinstatement. In the event that any of the First Lien Obligations shall be paid in full and such payment or any part thereof
shall subsequently, for whatever reason (including an order or judgment for disgorgement of a preference under Title 11 of the Bankruptcy Code, or any similar law, or the settlement of any claim in respect thereof), be required to be returned or
repaid, the terms and conditions of this Article II shall be fully applicable thereto until all such First Lien Obligations shall again have been paid in full in cash. 
 (g) Insurance. As between the First Lien Secured Parties, the Applicable Collateral Agent (and in the case of the Other First Lien Collateral Agent, acting at the direction of the Applicable
Authorized Representative), shall have the right to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar
proceeding affecting the Shared Collateral. 
  

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 (h) Refinancings. The First Lien Obligations of any Series may be Refinanced, in
whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under any Secured Credit Document) of any First Lien Secured Party of any other Series, all
without affecting the priorities provided for herein or the other provisions hereof; provided that the Authorized Representative of the holders of any such Refinancing indebtedness shall have executed a Joinder Agreement on behalf of the
holders of such Refinancing indebtedness. 
 (i) Possessory Collateral Agent as Gratuitous Bailee for Perfection.

 (i) The Possessory Collateral shall be delivered to the Administrative Agent and the Administrative Agent agrees to hold any
Shared Collateral constituting Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each other First Lien Secured Party
and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this
Section 2.09; provided that at any time the Administrative Agent is not the Applicable Collateral Agent, the Administrative Agent shall, at the request of the Applicable Collateral Agent, promptly deliver all Possessory Collateral to the
Applicable Collateral Agent together with any necessary endorsements (or otherwise allow the Applicable Collateral Agent to obtain control of such Possessory Collateral). The Company shall take such further action as is required to effectuate the
transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful
misconduct or gross negligence. 
 (ii) Each Collateral Agent (other than the Administrative Agent) agrees to hold any Shared
Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in
such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. 
 (iii) The duties or responsibilities of each Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee
for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein. 
 (j) Amendments to First Lien Security Documents. 
  

 -17- 








 (a) Without the prior written consent of the Administrative Agent and each other Collateral
Agent, each Other First Lien Collateral Agent agrees that no Other First Lien Security Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new
Other First Lien Security Document would be prohibited by, or would require any Grantor to act or refrain from acting in a manner that would violate, any of the terms of this Agreement or the Secured Credit Documents pursuant to which such Series of
First Lien Obligations was incurred. 
 (b) Without the prior written consent of each Other First Lien Collateral Agent, the
Administrative Agent agrees that no Credit Agreement Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Credit Agreement Collateral
Document would be prohibited by, or would require any Grantor to act or refrain from acting in a manner that would violate, any of the terms of this Agreement or the Secured Credit Documents pursuant to which such Series of First Lien Obligations
was incurred. 
 (c) In determining whether an amendment to any First Lien Security Document is permitted by this
Section 2.10, each Collateral Agent may conclusively rely on an officer’s certificate of the Company stating that such amendment is permitted by this Section 2.10. 
 Section 11. EXISTENCE AND AMOUNTS OF LIENS AND OBLIGATIONS 
 Whenever a Collateral Agent or any Authorized Representative shall be required, in connection with the exercise of its rights or the
performance of its obligations hereunder, to determine the existence or amount of any First Lien Obligations of any Series, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any Series, it may request that such
information be furnished to it in writing by each other Authorized Representative or Collateral Agent and shall be entitled to make such determination or not make any determination on the basis of the information so furnished; provided,
however, that if an Authorized Representative or a Collateral Agent shall fail or refuse reasonably promptly to provide the requested information, the requesting Collateral Agent or Authorized Representative shall be entitled to make any such
determination or not make any determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent and each Authorized Representative may rely
conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any
Grantor, any First Lien Secured Party or any other person as a result of such determination. 
  

 -18- 








 Section 12. THE APPLICABLE COLLATERAL AGENT 
 Authority. 
 (i) Notwithstanding any other provision of this Agreement, nothing herein shall be construed to impose any fiduciary or other duty on any Applicable Collateral Agent to any Non-Controlling Secured Party or give any Non-Controlling Secured
Party the right to direct any Applicable Collateral Agent, except that each Applicable Collateral Agent shall be obligated to distribute proceeds of any Shared Collateral in accordance with Section 2.01 hereof. 
 (ii) In furtherance of the foregoing, each Non-Controlling Secured Party acknowledges and agrees that the Applicable Collateral Agent shall
be entitled, for the benefit of the First Lien Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and in the First Lien Security Documents, as applicable, for which the Applicable
Collateral Agent is the collateral agent of such Shared Collateral, without regard to any rights to which the Non-Controlling Secured Parties would otherwise be entitled as a result of the First Lien Obligations held by such Non-Controlling Secured
Parties. Without limiting the foregoing, each Non-Controlling Secured Party agrees that none of the Applicable Collateral Agent, the Applicable Authorized Representative or any other First Lien Secured Party shall have any duty or obligation first
to marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of the First Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral
securing any First Lien Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of
proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Each of the First Lien Secured Parties waives any claim it may now or hereafter have against any Collateral Agent or the
Authorized Representative of any other Series of First Lien Obligations or any other First Lien Secured Party of any other Series arising out of (i) any actions which any Collateral Agent, Authorized Representative or the First Lien Secured
Parties take or omit to take (including, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of
the Collateral and actions with respect to the collection of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with the First Lien Security Documents or any other
agreement related thereto or to the collection of the First Lien Obligations or the valuation, use, protection or release of any security for the First Lien Obligations, (ii) any election by any Applicable Authorized Representative or any
holders of First Lien Obligations, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05, any borrowing by, or grant of a security
interest or administrative expense priority under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, by the Company or any of its Subsidiaries, as debtor-in-possession. Notwithstanding any other
provision of this Agreement, the Applicable Collateral Agent shall not accept any Shared Collateral in full or partial satisfaction of any First Lien Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction,
without the consent of each Authorized Representative representing holders of First Lien Obligations for whom such Collateral constitutes Shared Collateral. 
  

 -19- 








 Section 13. MISCELLANEOUS 
 (a) Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy, as follows: 
 (i) if to the
Administrative Agent, to it at: 
 Bank of America, N.A. 
 Agency Management 
 1455 Market Street, 5th Floor 
 Mail Code: CA5-701-05-19 
 San Francisco, CA 94103 
 Attention: Robert Rittelmeyer 
 Telephone: (415) 436-2616 
 Telecopier: (415) 503-5099 
 Electronic Mail: robert.j.rittelmeyer@bankofamerica.com 
 (ii) if
to the 2018 Notes Collateral Agent or the 2018 Trustee, to it at: 
 Wells Fargo Bank, National Association 
 707 Wilshire Blvd, 17th Floor 
 Los Angeles, CA 90017 
 Telephone: 213-614-2588 
 Facsimile: 213-614-3355 
 Attn: Corporate Trust Services 
 (iii) if to the 2020 Notes Collateral Agent or the 2020 Trustee, to
it at: 
 Wells Fargo Bank, National Association 
 707 Wilshire Blvd, 17th Floor 
 Los Angeles, CA 90017 
 Telephone: 213-614-2588 
 Facsimile: 213-614-3355 
 Attn: Corporate Trust Services 
 (iv) if to any other Authorized Representative or Collateral Agent,
to it at the address set forth in the applicable Joinder Agreement. 
 Any party hereto may change its address or telecopy number for notices
and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt
(if a Business Day) and on the next Business Day thereafter (in all other cases) if delivered by hand or overnight courier service or

  

 -20- 








 
sent by telecopy or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided
in this Section 5.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 5.01. As agreed to in writing among each Collateral Agent and each Authorized Representative from time to time,
notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person. 
 (b) Waivers; Amendment; Joinder Agreements. 
 (i) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph
(b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further
notice or demand in similar or other circumstances. 
 (ii) Neither this Agreement nor any provision hereof may be terminated,
waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination,
waiver, amendment or modification to Section 2.10 or which otherwise by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the
consent of the Company). 
 (iii) Notwithstanding the foregoing, without the consent of any First Lien Secured Party, any
Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.14 of this Agreement and upon such execution and delivery, such Authorized Representative and the Other First Lien
Secured Parties and Other First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Other First Lien Security Documents applicable thereto. 
 (iv) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First Lien Secured Party, the Collateral
Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Other First Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents. 
 (c) Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, as well as the other First Lien Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement. 
  


 -21- 








 (d) Survival of Agreement. All covenants, agreements, representations and warranties
made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement. 
 (e) Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when
taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. 
 (f) Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 (g) Governing Law. This
Agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to conflicts of laws principles thereof. 
 (h) Submission to Jurisdiction; Waivers. Each Collateral Agent and each Authorized Representative, on behalf of itself and the First Lien Secured Parties of the Series for whom it is acting,
irrevocably and unconditionally: 
 (i) submits for itself and its property in any legal action or proceeding
relating to this Agreement and the First Lien Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the state and federal courts located in New York County and appellate
courts from any thereof; 
 (ii) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 
 (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered
or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address referred to in Section 5.01; 
  

 -22- 








 (iv) agrees that nothing herein shall affect the right of any other party
hereto (or any First Lien Secured Party) to effect service of process in any other manner permitted by law or shall limit the right of any party hereto (or any First Lien Secured Party) to sue in any other jurisdiction; and 
 (v) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or
proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages. 
 (i) WAIVER OF
JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.09. 
 (j) Headings. Article, Section and Annex headings used herein are for convenience of reference only, are not part of this Agreement
and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 
 (k)
Conflicts. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any of the other Secured Credit Documents or First Lien Security Documents, the provisions of this Agreement shall
control. 
 (l) Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely
for the purpose of defining the relative rights of the First Lien Secured Parties in relation to one another. None of the Company, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly
provided in this Agreement (provided that nothing in this Agreement (other than Section 2.04, 2.05, 2.08, 2.09 or Article V) is intended to or will amend, waive or otherwise modify the provisions of the Credit Agreement or any Other
First Lien Documents), and none of the Company or any other Grantor may rely on the terms hereof (other than Sections 2.04, 2.05, 2.08, 2.09 and Article V). Nothing in this Agreement is intended to or shall impair the obligations of any Grantor,
which are absolute and unconditional, to pay the First Lien Obligations as and when the same shall become due and payable in accordance with their terms. 
 (m) Integration. This Agreement together with the other Secured Credit Documents and the First Lien Security Documents represents the agreement of each of the Grantors and the First Lien Secured
Parties with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by any Grantor, the Administrative Agent, any or any other First Lien Secured Party relative to the subject matter hereof not
expressly set forth or referred to herein or in the other Secured Credit Documents or the First Lien Security Documents. 
  

 -23- 








 (n) Other First Lien Obligations. 
 To the extent, but only to the extent not prohibited by the provisions of the Credit Agreement and the Other First Lien Documents, the
Company may incur additional indebtedness after the date hereof that is secured on an equal and ratable basis by the liens securing either the Credit Agreement Obligations or the Other First Lien Obligations (such indebtedness referred to as
“Additional Senior Class Debt”). Any such Additional Senior Class Debt may be secured by a Lien and may be Guaranteed by the Grantors on a senior basis, in each case under and pursuant to the Other First Lien Documents, if
and subject to the condition that the Collateral Agent and Authorized Representative of any such Additional Senior Class Debt (an “Additional Senior Class Debt Collateral Agent” and an “Additional Senior Class Debt
Representative,” respectively), acting on behalf of the holders of such Additional Senior Class Debt (such Additional Senior Class Debt Collateral Agent, Additional Senior Class Debt Representative and holders in respect of any
Additional Senior Class Debt being referred to as the “Additional Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately
succeeding paragraph. 
 In order for an Additional Senior Class Debt Representative and Additional Senior Class Debt Collateral
Agent to become a party to this Agreement, 
 (1) such Additional Senior Class Debt Representative, such
Additional Senior Class Debt Collateral Agent, each Collateral Agent, each Authorized Representative and each Grantor shall have executed and delivered an instrument substantially in the form of Exhibit A (with such changes as may be reasonably
approved by each Collateral Agent and such Additional Senior Class Debt Representative) pursuant to which such Additional Senior Class Debt Representative becomes an Authorized Representative hereunder, and such Additional Senior Class Debt
Collateral Agent becomes a Collateral Agent hereunder, and the Additional Senior Class Debt in respect of which such Additional Senior Class Debt Representative is the Authorized Representative and the related Additional Senior Class Debt Parties
become subject hereto and bound hereby; 
 (2) the Company shall have (x) delivered to each Collateral Agent
true and complete copies of each of the Other First Lien Documents relating to such Additional Senior Class Debt, certified as being true and correct by a Responsible Officer of the Company and (y) identified in a certificate of an authorized
officer the obligations to be designated as Other First Lien Obligations and the initial aggregate principal amount or face amount thereof; 
 (3) all filings, recordations and/or amendments or supplements to the First Lien Security Documents necessary or desirable in the reasonable judgment of the Additional Senior Class Debt Collateral Agent
to confirm and perfect the Liens securing the relevant obligations relating to such Additional Senior Class Debt shall have been made, executed and/or delivered (or, with respect to any such filings or recordations, acceptable provisions to perform
such filings or recordings have been taken in the

  

 -24- 








 
reasonable judgment of the Additional Senior Class Debt Collateral Agent), and all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make such payments have
been taken in the reasonable judgment of the Additional Senior Class Debt Collateral Agent); and 
 (4) the Other
First-Lien Documents, as applicable, relating to such Additional Senior Class Debt shall provide, in a manner reasonably satisfactory to each Collateral Agent, that each Additional Senior Class Debt Party with respect to such Additional Senior Class
Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional Senior Class Debt. 
 Upon the execution and delivery of a Joinder Agreement by an Additional Senior Class Debt Representative and an Additional Collateral Agent in accordance with this Section 5.14, each other Authorized
Representative and Collateral Agent shall acknowledge such execution and delivery thereof, subject to the terms of this Section 5.14. 
 (o) Agent Capacities. Except as expressly provided herein or in the Credit Agreement Collateral Documents, Bank of America, N.A. is acting in the capacity of Administrative Agent solely for the
Credit Agreement Secured Parties. Except as expressly provided herein or in the 2018 Notes First Lien Documents, Wells Fargo Bank, National Association is acting in the capacity of the 2018 Notes Collateral Agent solely for the 2018 Notes First Lien
Secured Parties. . Except as expressly provided herein or in the 2020 Notes First Lien Documents, Wells Fargo Bank, National Association is acting in the capacity of the 2020 Notes Collateral Agent solely for the 2020 Notes First Lien Secured
Parties. Except as expressly set forth herein, none of the Administrative Agent, the 2018 Notes Collateral Agent or the 2020 Notes Collateral Agent shall have any duties or obligations in respect of any of the Collateral, all of such duties and
obligations, if any, being subject to and governed by the applicable Secured Credit Documents. 
 [Remainder of this page
intentionally left blank] 
  

 -25- 








 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. 
  

					
	 BANK OF AMERICA, N.A.,
as Administrative Agent

		
	By:	 	 
		 	Name:	 	
		 	Title:	 	
	
	 WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as 2018 Notes Collateral Agent

		
	By:	 	 
		 	Name:	 	
		 	Title:	 	
	
	 WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as 2018 Trustee

			
	By:	 	 	 	 
		 	Name:	 	
		 	Title:	 	
	
	 WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as 2020 Notes Collateral Agent

		
	By:	 	 
		 	Name:	 	
		 	Title:	 	


 [Signature Page to First Lien Intercreditor Agreement] 








					
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
as 2020 Trustee

		
	By:	 	 
		 	Name:	 	
		 	Title:	 	


  

 -2- 








 CONSENT OF GRANTORS 
 Dated: January [    ], 2010 
 Reference is made to the First Lien Intercreditor Agreement dated as of the date hereof between Bank of America, N.A., as Administrative Agent, Wells Fargo Bank, National Association, as 2018 Notes Collateral Agent, Wells Fargo Bank,
National Association, as 2018 Trustee, Wells Fargo Bank, National Association, as 2020 Notes Collateral Agent, and Wells Fargo Bank, National Association, as 2020 Trustee, as the same may be amended, restated, supplemented, waived, or otherwise
modified from time to time (the “Intercreditor Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement. 
 The Company has read the foregoing Intercreditor Agreement and consents thereto. The Company agrees that it will not, and will cause each of
the other Grantors to not, take any action that would be contrary to the express provisions of the foregoing Intercreditor Agreement, agrees to abide by the requirements expressly applicable to it under the foregoing Intercreditor Agreement and
agrees that, except as otherwise provided therein, no First Lien Secured Party shall have any liability to any Grantor for acting in accordance with the provisions of the foregoing Intercreditor Agreement. The Company confirms on behalf of each
Grantor that the foregoing Intercreditor Agreement is for the sole benefit of the First Lien Secured Parties and their respective successors and assigns, and that no Grantor is an intended beneficiary or third party beneficiary thereof except to the
extent otherwise expressly provided therein. 
 Notwithstanding anything to the contrary in the Intercreditor Agreement or
provided herein, each party to the Intercreditor Agreement agrees that the Company and the other Grantors shall not have any right to consent to or approve any amendment, modification or waiver of any provision of the Intercreditor Agreement except
to the extent their rights are adversely affected (in which case the Company shall have the right to consent to or approve any such amendment, modification or waiver). 
 Without limitation to the foregoing, the Company agrees to take, and to cause each other Grantor to take, such further action and to execute and deliver such additional documents and instruments (in
recordable form, if requested) as the Collateral Agent may reasonably request to effectuate the terms of and the lien priorities contemplated by the Intercreditor Agreement. 
 This Consent shall be governed and construed in accordance with the laws of the State of New York, without regard to conflicts of laws
principles thereof. Notices delivered to the Company pursuant to this Consent shall be delivered in accordance with the notice provisions set forth in the Intercreditor Agreement. 
  

 Consent of Grantors - 1 








 IN WITNESS HEREOF, this Consent is hereby executed by each of the Grantors as of the date
first written above. 
  

					
	BROCADE COMMUNICATION SYSTEMS, INC.
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	
	
	 [LIST SUBSIDIARY GUARANTORS]

		
	By:	 	 
		 	Name:	 	
		 	Title:	 	


  

 Consent of Grantors - 2 








 Exhibit A 
 to First Lien Intercreditor Agreement 
 [FORM OF]
JOINDER NO. [            ] dated as of [                    ],
20[    ] (the “Joinder Agreement”) to the FIRST LIEN INTERCREDITOR AGREEMENT dated as of January [    ], 2010 (the “First Lien Intercreditor Agreement”), among
Bank of America, N.A., as Administrative Agent for the Credit Agreement Secured Parties under the Credit Documents, Wells Fargo Bank, National Association, as 2018 Notes Collateral Agent, Wells Fargo Bank, National Association, as 2018 Trustee,
Wells Fargo Bank, National Association, as 2020 Notes Collateral Agent, Wells Fargo Bank, National Association, as 2020 Trustee, and the additional Authorized Representatives from time to time a party thereto.1 
 A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the First Lien
Intercreditor Agreement. 
 B. As a condition to the ability of the Company to incur Other First Lien Obligations and to secure
such Additional Senior Class Debt with the liens and security interests created by the Other First Lien Security Documents, the Additional Senior Class Debt Representative in respect of such Additional Senior Class Debt is required to become an
Authorized Representative, and the Additional Senior Class Debt Collateral Agent is required to become a Collateral Agent, and such Additional Senior Class Debt and the Additional Senior Class Debt Parties in respect thereof are required to become
subject to and bound by, the First Lien Intercreditor Agreement. Section 5.14 of the First Lien Intercreditor Agreement provides that such Additional Senior Class Debt Representative may become an Authorized Representative, such Additional
Senior Class Debt Collateral Agent may become a Collateral Agent, and such Additional Senior Class Debt and such Additional Senior Class Debt Parties may become subject to and bound by, the First Lien Intercreditor Agreement, pursuant to the
execution and delivery by the Additional Senior Debt Class Representative of an instrument in the form of this Joinder and the satisfaction of the other conditions set forth in Section 5.14 of the First Lien Intercreditor Agreement. The
undersigned Additional Senior Class Debt Representative (the “New Representative”) and Additional Senior Class Debt Collateral Agent (the “New Collateral Agent”) are executing this Joinder Agreement in
accordance with the requirements of the First Lien Intercreditor Agreement and the First Lien Security Documents. 
 Accordingly, the New Representative and the New Collateral Agent agree as follows: 
 SECTION 1. In accordance with
Section 5.14 of the First Lien Intercreditor Agreement, the New Representative and the New Collateral Agent by their signatures below become an Authorized Representative and a Collateral Agent, 
  

	1	 In the event of the Refinancing of the Credit Agreement Obligations, this Joinder will be revised to reflect joinder by a new Credit Agreement
Collateral Agent



  

 Exhibit A-1 








 
respectively, under, and the related Additional Senior Class Debt and Additional Senior Class Debt Parties become subject to and bound by, the First Lien Intercreditor Agreement with the same
force and effect as if the New Representative and New Collateral Agent had originally been named therein as an Authorized Representative or a Collateral Agent, respectively, and the New Representative and the New Collateral Agent, on their behalf
and on behalf of such Additional Senior Class Debt Parties, hereby agree to all the terms and provisions of the First Lien Intercreditor Agreement applicable to them as Authorized Representative and Collateral Agent, respectively, and to the
Additional Senior Class Debt Parties that they represent as Other First Lien Secured Parties. Each reference to a “Authorized Representative” in the First Lien Intercreditor Agreement shall be deemed to include the New
Representative, and each reference to a “Collateral Agent” in the First Lien Intercreditor Agreement shall be deemed to include the New Collateral Agent. The First Lien Intercreditor Agreement is hereby incorporated herein by
reference. 
 SECTION 2. Each of the New Representative and New Collateral Agent represent and warrant to each Collateral Agent,
each Authorized Representative and the other First Lien Secured Parties, individually, that (i) it has full power and authority to enter into this Joinder Agreement, in its capacity as [agent] [trustee], (ii) this Joinder Agreement has
been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and (iii) the Other First Lien Documents relating to such Additional Senior Class Debt provide that, upon the New
Representative’s and the New Collateral Agent’s entry into this Joinder Agreement, the Additional Senior Class Debt Parties in respect of such Additional Senior Class Debt will be subject to and bound by the provisions of the First Lien
Intercreditor Agreement as Other First Lien Secured Parties. 
 SECTION 3. This Joinder Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder Agreement shall become effective when each Collateral Agent shall have received a counterpart of this
Joinder Agreement that bears the signatures of the New Representative and the New Collateral Agent. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission shall be effective as delivery of a manually signed
counterpart of this Joinder Agreement. 
 SECTION 4. Except as expressly supplemented hereby, the First Lien Intercreditor
Agreement shall remain in full force and effect. 
 SECTION 5. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. 
 SECTION 6. In
case any one or more of the provisions contained in this Joinder Agreement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as

  

 Exhibit A-2 








 
such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the First Lien Intercreditor
Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 7. All communications and notices hereunder
shall be in writing and given as provided in Section 5.01 of the First Lien Intercreditor Agreement. All communications and notices hereunder to the New Representative and the New Collateral Agent shall be given to them at their respective
addresses set forth below their signatures hereto. 
 SECTION 8. The Company agrees to reimburse each Collateral Agent and each
Authorized Representative for its reasonable out-of-pocket expenses in connection with this Joinder Agreement, including the reasonable fees, other charges and disbursements of counsel. 
  

 Exhibit A-3 








 IN WITNESS WHEREOF, the New Representative and New Collateral Agent have duly executed this
Joinder Agreement to the First Lien Intercreditor Agreement as of the day and year first above written. 
  

			
	 [NAME OF NEW REPRESENTATIVE], as
[            ] for
the holders of [                        ],

		
	By: 	 	 
		 	 Name:
 Title:

	
	 Address for notices:
  
 ___________________
  
 ___________________
 attention of: _________
 Telecopy: ___________

	
	 [NAME OF NEW COLLATERAL AGENT], as
[            ] for
the holders of [                        ],

		
	By:	 	 
		 	 Name:
 Title:

	
	 Address for notices:
  
 ___________________
  
 ___________________
 attention of: _________
 Telecopy: ___________

		 	
		 	


  

 Exhibit A-4 









					
	Acknowledged by:
	
	 BANK OF AMERICA, N.A.,
as Administrative Agent and Credit Agreement
Collateral Agent

		
	By: 	 	 
		 	Name:	 	
		 	Title:	 	
	
	 BANK OF AMERICA, N.A.,
as Authorized Representative for the Credit
Agreement Secured
Parties

		
	By:	 	 
		 	Name:	 	
		 	Title:	 	
	
	 [                                        
],
as 2018 Notes Collateral Agent

		
	By:	 	 
		 	Name:	 	
		 	Title:	 	
	
	 [                                        
],
as 2018 Trustee

		
	By:	 	 
		 	Name:	 	
		 	Title:	 	










					
	 [                                    ],
as 2020 Notes
Collateral Agent

		
	By:	 	 
		 	Name:	 	
		 	Title:	 	
	
	 [                                    ],
as 2020 Trustee


		
	By:	 	 
		 	Name:	 	
		 	Title:	 	









 ANNEX I 
  

					
	 Jurisdiction
	  	 Legal Entity
	  	 Record Owner

	Ireland	  	McDATA Technology Systems Ltd.	  	McDATA Corporation
	Hong Kong	  	McDATA Hong Kong Ltd.	  	McDATA Corporation
	Singapore	  	McDATA Tech. Sys. Singapore Pte. Ltd.	  	McDATA Corporation
	Brazil	  	McDATA do Brasil Ltda	  	McDATA Services Corporation
	England & Wales	  	McDATA International Ltd.	  	McDATA International Ltd