EX-10.2


 Exhibit 10.2 
 EXECUTION VERSION 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AND
GUARANTY AGREEMENT 
 This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of
October 20, 2011 (this “Amendment No. 3”), is made in reference to the Amended and Restated Credit and Guaranty Agreement, dated as of August 10, 2011, by and among VALEANT PHARMACEUTICALS INTERNATIONAL, a Delaware
corporation (“VPI”), VALEANT PHARMACEUTICALS INTERNATIONAL, INC., a corporation continued under the federal laws of Canada (“VPII”), certain subsidiaries of VPII, as guarantors, Goldman Sachs Lending Partners LLC,
as administrative agent (in such capacity, the “Administrative Agent”), swing line lender and collateral agent (in such capacity, the “Collateral Agent”) and the lenders party thereto (the “Existing
Lenders”) (as amended by Amendment No. 1 dated as of August 12, 2011, and as further amended by Amendment No. 2 dated as of September 7, 2011, the “Existing Credit Agreement”). All capitalized terms not
otherwise defined in this Amendment No. 3 have the same meanings as specified in the Credit Agreement (as defined in Section 1 below). 
 W I T N E S S E T H: 
 WHEREAS, on the date hereof, VPII, VPI, the
Guarantors, the Administrative Agent, the Initial Lenders (as defined below), and the Existing Lenders desire to amend and restate the Existing Credit Agreement to, among other things, (i) refinance in full (x) the Term Loans (as defined
in the Existing Credit Agreement) outstanding immediately prior to the effectiveness of this Amendment No. 3 (for purposes of this Amendment No. 3 herein called the “Existing Term Loans”) and (y) the Revolving Loans
(as defined in the Existing Credit Agreement) outstanding immediately prior to the effectiveness of this Amendment No. 3 (for purposes of this Amendment No. 3 herein called the “Existing Revolving Loans”), in each case
with a portion of the proceeds from the Initial Draw Tranche A Term Loans (as defined in the Credit Agreement) and Revolving Loans (as defined in the Credit Agreement) on the Restatement Date (as defined below), (ii) provide for VPII to be the
borrower (“Borrower”) under the Credit Agreement, (iii) modify certain covenants and (iv) make certain other modifications as set forth in the Credit Agreement; 

WHEREAS, each financial institution identified on a Lender Addendum in the form of Exhibit A hereto, dated and signed by such institution
(“Lender Addendum”) as a “Lender” (each, an “Initial Lender” and collectively, the “Initial Lenders”) has agreed severally, on the terms and conditions set forth herein and in the Credit
Agreement, (a) to provide (i) Revolving Commitments (as defined in the Credit Agreement) in the amount set forth opposite such Initial Lender’s name on Appendix A-1 hereto, (ii) Initial Draw Tranche A Term Loan Commitments (as
defined in the Credit Agreement) in the amount set forth opposite such Initial Lender’s name on Appendix A-2 hereto and (iii) Delayed Draw Commitments (as defined in the Credit Agreement) (the Revolving Commitments, the Initial Draw
Tranche A Term Loan Commitments and the Delayed Draw Commitments are referred to herein collectively as the “Commitments”) in the amount set forth opposite such Initial Lender’s name on Appendix A-2 hereto, and (b) to
become a “Lender” for all purposes under the Credit Agreement; 
 WHEREAS, on the date hereof, the Grantors (as
defined in the Pledge and Security Agreement, dated as of June 29, 2011 (the “Pledge and Security Agreement”), among VPI, certain subsidiaries of VPII as grantors and the Collateral Agent) and the Collateral Agent desire to
amend and restate the Pledge and Security Agreement; 
 WHEREAS, pursuant to Section 10.5 of the Existing Credit Agreement,
the consent of the Existing Lenders is required for the effectiveness of this Amendment No. 3; and 






 WHEREAS, the Administrative Agent, the Collateral Agent, the Credit Parties, each Initial
Lender and each Existing Lender signatory hereto are willing to so agree, subject to the conditions set forth herein. 
 NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto hereby agree as follows: 

SECTION 1. Amendment and Restatement. 
 Effective as of the Restatement Date, and subject to the terms and conditions set forth herein and in the Credit Agreement, upon the satisfaction of the conditions in Section 3 herein, the parties
hereto agree that: 
 (a)(i) the Existing Credit Agreement is hereby amended and restated, without novation, in the form of
Annex A hereto (the Existing Credit Agreement, as so amended and restated, being referred to as the “Credit Agreement”), (ii) the Schedules attached to the Credit Agreement shall replace in their entirety the
corresponding Schedules attached to the Existing Credit Agreement, or constitute new Schedules to the Credit Agreement, as applicable and (iii) the Exhibits attached to the Credit Agreement shall replace in their entirety the corresponding
Exhibits attached to the Existing Credit Agreement, if any, or constitute new Exhibits to the Credit Agreement, as applicable. 

(b) the Pledge and Security Agreement, including all exhibits and schedules thereto, is hereby amended and restated, without novation, in
the form of Annex B hereto (the Pledge and Security Agreement, as so amended and restated, being referred to as the “Amended Pledge and Security Agreement”). 
 SECTION 2. Initial Lenders. 
 Each Initial Lender hereby agrees, on the
terms and conditions set forth herein and in the Credit Agreement, to make Loans to Borrower on or after the Restatement Date in accordance with Section 2.1 of the Credit Agreement. The Initial Lenders shall, effective on the Restatement Date,
become party to the Credit Agreement as “Lenders”. 
 SECTION 3. Effectiveness. 

(a) This Amendment No. 3 shall become effective on and as of the date (such date the “Execution Date”) on which
(i) this Amendment No. 3 shall have been executed and delivered by (A) each Credit Party, (B) each Existing Lender, (C) the Administrative Agent and (D) the Collateral Agent, and (ii) each Initial Lender shall have
executed and delivered a Lender Addendum in the form of Exhibit A hereto (it being understood and agreed that Sections 1 and 2 of this Amendment No. 3 shall not become effective until each of the conditions set forth in Section 3.1 of the
Credit Agreement has been satisfied). 
 (b) The provisions of Sections 1 and 2 of this Amendment No. 3, the Credit
Agreement and the Amended Pledge and Security Agreement shall become effective on the date (such date, the “Restatement Date”) on which each of the conditions set forth in Section 3.1 of the Credit Agreement has been satisfied
in accordance with the terms thereof. 

  
 -2-








 SECTION 4. Representations and Warranties. 

By its execution of this Amendment No. 3, Borrower hereby represents and warrants to the Agents and the Lenders that: 

(A) this Amendment No. 3 has been duly authorized, executed and delivered by it and constitutes a legal, valid and
binding obligation of each Credit Party hereto, enforceable against such Credit Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other Laws
affecting creditors’ rights generally and by general principles of equity; 
 (B) the execution, delivery
and performance by Credit Parties of this Amendment No. 3 and the other Credit Documents to which they are parties and the consummation of the transactions contemplated by this Amendment No. 3 and the other Credit Documents do not and will
not (a) violate (i) any provision of any Applicable Law, (ii) any of the Organizational Documents of Borrower or any of its Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding
on Borrower or any of its Subsidiaries, except with respect to clauses (i) and (iii) to the extent that such violation could not reasonably be expected to have a Material Adverse Effect; (b) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Borrower or any of its Subsidiaries, except to the extent that such conflict, breach or default could not reasonably be expected to have a Material
Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Borrower or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral
Agent, on behalf of Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Borrower or any of its Subsidiaries, except for such approvals
or consents which will be obtained on or before the Execution Date and disclosed in writing to Lenders and except for any such approval or consent the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect;

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

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

SECTION 5. Amendment, Modification and Waiver. 
 This Amendment No. 3 may not be amended, modified or waived except in accordance with Section 10.5 of the Credit Agreement. 
 SECTION 6. Reference to and Effect on Credit Documents. 
 (a) On and after
the Restatement Date, each reference in the Existing Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the
Credit Agreement (i.e., the Existing Credit Agreement, as amended by this Amendment No. 3), and each reference in the other Credit Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of
like import referring to the Existing Credit Agreement shall mean and be a reference to the Credit Agreement (i.e., the Existing Credit Agreement, as amended by this Amendment No. 3). It is understood and agreed that this Amendment
No. 3 is a Credit Document. 

  
 -3-








 (b) On and after the Restatement Date, each reference in the Pledge and Security Agreement
to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Pledge and Security Agreement shall mean and be a reference to the Amended Pledge and Security Agreement, and each reference in the
other Credit Documents to “the Pledge and Security Agreement,” “thereunder,” “thereof” or words of like import referring to the Pledge and Security Agreement shall mean and be a reference to the Amended Pledge and
Security Agreement. 
 SECTION 7. Reaffirmation. 
 (a) Each Credit Party hereby expressly acknowledges the terms of this Amendment No. 3 and affirms or reaffirms, as applicable, as of the date hereof, the covenants and agreements contained in each
Credit Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment No. 3 and the transactions contemplated hereby. 

(b) Each Credit Party, by its signature below, hereby affirms and confirms (1) its obligations under each of the Credit Documents to
which it is a party, and (2) the pledge of and/or grant of a security interest in its assets as Collateral to secure such Obligations, all as provided in the Collateral Documents as originally executed, and acknowledges and agrees that such
guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents. 
 SECTION 8. Entire Agreement. 
 This Amendment No. 3, the Credit
Agreement and the other Credit Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the
parties hereto with respect to the subject matter hereof. Except as expressly set forth herein and in the Credit Documents, this Amendment No. 3 shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect
the rights and remedies of any party under, the Credit Documents, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Documents all of which are ratified and
affirmed in all respects and shall continue in full force and effect as in effect prior to the effectiveness of this Amendment No. 3. 

SECTION 9. Governing Law. 

THIS AMENDMENT NO. 3 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 10.15 OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT NO. 3 AND SHALL APPLY HERETO. 
 SECTION 10. Severability. 
 In case any provision in or obligation hereunder
shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or
impaired thereby. 

  
 -4-








 SECTION 11. Counterparts. 
 This Amendment No. 3 may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but
one and the same instrument. Delivery of an executed counterpart to this Amendment No. 3 by facsimile transmission or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Amendment No. 3.


  
 -5-








 EXECUTION VERSION 
 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment No. 3 as of the date first written above. 

 

			
	VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
		
	By:	 	 /s/ Rajiv De Silva

	Name:	 	Rajiv De Silva
	Title:	 	President and Chief Operating Officer
	
	VALEANT PHARMACEUTICALS INTERNATIONAL
		
	By:	 	 /s/ Rajiv De Silva

	Name:	 	Rajiv De Silva
	Title:	 	President and Chief Operating Officer
	
	ATON PHARMA, INC.
		
	By:	 	 /s/ Rajiv De Silva

	Name:	 	Rajiv De Silva
	Title:	 	President and Chief Operating Officer
	
	CORIA LABORATORIES, LTD.
		
	By:	 	 /s/ Rajiv De Silva

	Name:	 	Rajiv De Silva
	Title:	 	President and Chief Operating Officer
	
	DOW PHARMACEUTICAL SCIENCES, INC.
		
	By:	 	 /s/ Rajiv De Silva

	Name:	 	Rajiv De Silva
	Title:	 	President and Chief Operating Officer



  
 S-1








 
			
	VALEANT PHARMACEUTICALS NORTH AMERICA LLC
		
	By:	 	 /s/ Rajiv De Silva

	Name:	 	Rajiv De Silva
	Title:	 	President
	
	DR. LEWINN’S PRIVATE FORMULA INTERNATIONAL, INC.
		
	By:	 	 /s/ Rajiv De Silva

	Name:	 	Rajiv De Silva
	Title:	 	President
	
	OCEANSIDE PHARMACEUTICALS, INC.
		
	By:	 	 /s/ Rajiv De Silva

	Name:	 	Rajiv De Silva
	Title:	 	President
	
	PRINCETON PHARMA HOLDINGS, LLC
		
	By:	 	 /s/ Rajiv De Silva

	Name:	 	Rajiv De Silva
	Title:	 	President
	
	PRIVATE FORMULA CORP.
		
	By:	 	 /s/ Rajiv De Silva

	Name:	 	Rajiv De Silva
	Title:	 	President



  
 S-2








 
			
	RENAUD SKIN CARE LABORATORIES, INC.
		
	By:	 	 /s/ Rajiv De Silva

	Name:	 	Rajiv De Silva
	Title:	 	President
	
	VALEANT BIOMEDICALS, INC.
		
	By:	 	 /s/ Rajiv De Silva

	Name:	 	Rajiv De Silva
	Title:	 	President
	
	BIOVAIL AMERICAS CORP.
		
	By:	 	 /s/ Rajiv De Silva

	Name:	 	Rajiv De Silva
	Title:	 	President
	
	PRESTWICK PHARMACEUTICALS, INC.
		
	By:	 	 /s/ Rajiv De Silva

	Name:	 	Rajiv De Silva
	Title:	 	President



  
 S-3








 
			
	VALEANT HOLDINGS (BARBADOS) SRL
		
	By:	 	 /s/ Graham Jackson

	Name:	 	Graham Jackson
	Title:	 	 Vice President, Commercial &
 Technical Operations

	
	VALEANT INTERNATIONAL (BARBADOS) SRL
		
	By:	 	 /s/ Graham Jackson

	Name:	 	Graham Jackson
	Title:	 	 Vice President, Commercial &
 Technical Operations

	
	BIOVAIL LABORATORIES INTERNATIONAL (BARBADOS) SRL
		
	By:	 	 /s/ Graham Jackson

	Name:	 	Graham Jackson
	Title:	 	 Vice President, Commercial &
 Technical Operations

	
	HYTHE PROPERTY INCORPORATED
		
	By:	 	 /s/ Graham Jackson

	Name:	 	Graham Jackson
	Title:	 	 Vice President, Commercial &
 Technical Operations



 Each Signature in the Presence of: 

 

			
	 /s/ D. Alexander Matheson

	Name: D. Alexander Matheson
	Occupation: Lawyer
	Address: Hastings, Christ Church, Barbados


  
 S-4








 
			
	VALEANT CANADA GP LIMITED
		
	By:	 	 /s/ Robert R. Chai-Onn

	Name:	 	Robert R. Chai-Onn
	Title:	 	Vice President
	
	VALEANT CANADA LP by its sole general partner, VALEANT CANADA GP LIMITED
		
	By:	 	 /s/ Robert R. Chai-Onn

	Name:	 	Robert R. Chai-Onn
	Title:	 	Director
	
	V-BAC HOLDING CORP.
		
	By:	 	 /s/ Robert R. Chai-Onn

	Name:	 	Robert R. Chai-Onn
	Title:	 	Vice President
	
	BIOVAIL INTERNATIONAL, S.À R.L.
		
	By:	 	 /s/ Kuy Ly Ang

	Name:	 	Kuy Ly Ang
	Title:	 	Director
	
	PHARMASWISS SA
		
	By:	 	 /s/ Matthias Courvoisier

	Name:	 	Matthias Courvoisier
	Title:	 	Director


  

  
 S-5








 
			
	GOLDMAN SACHS LENDING PARTNERS LLC, individually as Administrative Agent, Collateral Agent and Swing Line Lender
		
	By:	 	 /s/ Robert Ehudin

	Name:	 	Robert Ehudin
	Title:	 	Authorized Signatory



  
 S-6








 
			
	GOLDMAN SACHS BANK USA, as a Lender
		
	By:	 	 /s/ Robert Ehudin

	Name:	 	Robert Ehudin
	Title:	 	Authorized Signatory



  
 S-7








 ANNEX A 
 CREDIT AGREEMENT 
 [see attached] 

  
 Annex A








 ANNEX B 
 AMENDED PLEDGE AND SECURITY AGREEMENT 
 [see attached] 

  
 Annex B








 EXHIBIT A TO AMENDMENT NO. 3 

LENDER ADDENDUM 
 By
executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set forth in Amendment No. 3 and the Credit
Agreement, to extend Loans in the amounts reflected, 
 Name of Lender:
                                        
                                         
                                         
   
  

					
		 	Executing as a Lender:
			
		 	By:	 	  

		 	 Name:
 Title:
	 	
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	  

		 	 Name:
 Title:
	 	

  

					
	 Revolving Commitment
	  	$	        	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	        	  
	 Delayed Draw Commitment
	  	$	        	  

 Exhibit A-1 






 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: GOLDMAN
SACHS LENDING PARTNERS LLC 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Robert Ehudin

		 	Name:	 	Robert Ehudin
		 	Title:	 	Authorized Signatory
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

  

					
	 Revolving Commitment
	  	$	 30,937,500.00	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	137,812,500.00	  
	 Delayed Draw Commitment
	  	$	56,250,000.00	  







 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: JPMORGAN CHASE
BANK N.A., TORONTO BRANCH 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Michael N. Tam

		 	Name:	 	Michael N. Tam
		 	Title:	 	Senior Vice President
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

  

					
	 Revolving Commitment
	  	$	 24,062,500	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	107,187,500	  
	 Delayed Draw Commitment
	  	$	43,750,000	  

  






 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: ROYAL BANK OF
CANADA 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Dean Sas

		 	Name:	 	Dean Sas
		 	Title:	 	Authorized Signatory
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

  

					
	 Revolving Commitment
	  	$	 24,062,500.00	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	107,187,500.00	  
	 Delayed Draw Commitment
	  	$	43,750,000.00	  

  






 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: Export
Development Canada 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Rami Gabriel

		 	Name:	 	Rami Gabriel
		 	Title:	 	Senior Financing Manager
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	 /s/ David Guy

		 	Name:	 	David Guy
		 	Title:	 	Vice-President, Corporate & Asset-Backed Lending

  

					
	 Revolving Commitment
	  	$	 24,062,500.00	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	107,187,500.00	  
	 Delayed Draw Commitment
	  	$	43,750,000.00	  

  






 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: The Bank of Nova
Scotia 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Steve Holyman

		 	Name:	 	Steve Holyman
		 	Title:	 	Director
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	 /s/ Christina Brennan

		 	Name:	 	Christina Brennan
		 	Title:	 	Associate

  

					
	 Revolving Commitment
	  	$	 20,625,000	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	91,875,000	  
	 Delayed Draw Commitment
	  	$	37,500,000	  

  






 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: SunTrust Bank

  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Dana Dhaliwal

		 	Name:	 	Dana Dhaliwal
		 	Title:	 	Director
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

  

					
	 Revolving Commitment
	  	$	 20,625,000	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	91,875,000	  
	 Delayed Draw Commitment
	  	$	37,500,000	  

  






 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: DnB NOR Bank
ASA 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Phil Kurpiewski

		 	Name:	 	Phil Kurpiewski
		 	Title:	 	Senior Vice President
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	 /s/ Pål Boger

		 	Name:	 	Pål Boger
		 	Title:	 	Vice President

  

					
	 Revolving Commitment
	  	$	 20,625,000.00	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	91,875,000.00	  
	 Delayed Draw Commitment
	  	$	37,500,000.00	  

  






 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: MORGAN STANLEY
BANK, N.A. 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Michael King

		 	Name:	 	Michael King
		 	Title:	 	Authorized Signatory
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

  

					
	 Revolving Commitment
	  	$	 19,937,500.00	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	88,812,500.00	  
	 Delayed Draw Commitment
	  	$	36,250,000.00	  







 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: BARCLAYS BANK
PLC 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Diane Rolfe

		 	Name:	 	Diane Rolfe
		 	Title:	 	Director
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

  

					
	 Revolving Commitment
	  	$	 19,937,500.00	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	88,812,500.00	  
	 Delayed Draw Commitment
	  	$	36,250,000.00	  







 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: BANK OF AMERICA
N.A. 
  

					
	 	 	Executing as a Lender:
			
		 	By:	 	 /s/ Robert LaPorte

		 	Name:	 	Robert LaPorte
		 	Title:	 	Vice President
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

  

					
	 Revolving Commitment
	  	$	 13,750,000.00	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	61,250,000.00	  
	 Delayed Draw Commitment
	  	$	25,000,000.00	  







 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: HSBC Bank
Canada 
  

					
	 	 	Executing as a Lender:
			
		 	By:	 	 /s/ Ambar Y. Bansal

		 	Name:	 	Ambar Y. Bansal
		 	Title:	 	Vice President
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	 /s/ Richard W. Lo

		 	Name:	 	Richard W. Lo
		 	Title:	 	Assistant Vice President

  

					
	 Revolving Commitment
	  	$	 6,875,000.00	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	30,625,000.00	  
	 Delayed Draw Commitment
	  	$	12,500,000.00	  

  






 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: HSBC Bank USA,
NA 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Sean Moskal

		 	Name:	 	Sean Moskal
		 	Title:	 	AVP
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	 /s/ David Reading

		 	Name:	 	David Reading
		 	Title:	 	VP

  

					
	 Revolving Commitment
	  	$	 6,875,000.00	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	30,625,000.00	  
	 Delayed Draw Commitment
	  	$	12,500,000.00	  

  






 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: The Toronto
Dominion Bank 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Nigel Sharpley

		 	Name:	 	Nigel Sharpley
		 	Title:	 	Senior Manager, Commercial National Accounts
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	 /s/ Abdallah Dajani

		 	Name:	 	Abdallah Dajani
		 	Title:	 	AVP Credit, Commercial National Accounts

  


					
	 Revolving Commitment
	  	$	 9,625,000	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	 42,875,000	  
	 Delayed Draw Commitment
	  	$	 17,500,000	  







 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: ICICI Bank of
Canada 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Arup Ganguly

		 	Name:	 	Arup Ganguly
		 	Title:	 	V.P., Corporate Banking
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	 /s/ Anthony Coulthard

		 	Name:	 	Anthony Coulthard
		 	Title:	 	V.P., Legal & Corporate Secretary

  

					
	 Revolving Commitment
	  	$	 6,187,500.00	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	27,562,500.00	  
	 Delayed Draw Commitment
	  	$	11,250,000.00	  

  






 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: Canadian Imperial
Bank of Commerce 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Scott Black

		 	Name:	 	Scott Black
		 	Title:	 	Executive Director
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	 /s/ Steve Nishimura

		 	Name:	 	Steve Nishimura
		 	Title:	 	Managing Director

  

					
	 Revolving Commitment
	  	$	 5,500,000	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	24,500,000	  
	 Delayed Draw Commitment
	  	$	10,000,000	  

  






 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: MIZUHO CORPORATE
BANK, LTD. 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Bertram H. Tang

		 	Name:	 	Bertram H. Tang
		 	Title:	 	Authorized Signatory
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

  

					
	 Revolving Commitment
	  	$	 5,500,000	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	24,500,000	  
	 Delayed Draw Commitment
	  	$	10,000,000	  

  






 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: RAYMOND JAMES
BANK, FSB 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Alexander L. Rody

		 	Name:	 	Alexander L. Rody
		 	Title:	 	Senior Vice President
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

  

					
	 Revolving Commitment
	  	$	 4,812,500	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	21,437,500	  
	 Delayed Draw Commitment
	  	$	8,750,000	  

  






 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: Sumitomo Mitsui
Banking Corporation 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ David W. Kee

		 	Name:	 	David W. Kee
		 	Title:	 	Managing Director
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

  

					
	 Revolving Commitment
	  	$	 3,437,500.00	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	15,312,500.00	  
	 Delayed Draw Commitment
	  	$	6,250,000.00	  







 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: Union Bank
N.A. 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Sean T. Conlon

		 	Name:	 	Sean T. Conlon
		 	Title:	 	Senior Vice President
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

  

					
	 Revolving Commitment
	  	$	 3,437,500	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	15,312,500	  
	 Delayed Draw Commitment
	  	$	6,250,000	  







 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: Bank of
Montreal 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Mark Piekos

		 	Name:	 	Mark Piekos
		 	Title:	 	Managing Director
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

  

					
	 Revolving Commitment
	  	$	2,750,000.00	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	12,250,000.00	  
	 Delayed Draw Commitment
	  	$	5,000,000.00	  







 LENDER ADDENDUM 
 By executing this signature page, the undersigned institution agrees (A) to the terms of Amendment No. 3 and the Credit Agreement and (B) on the terms and subject to the conditions set
forth in Amendment No. 3 and the Credit Agreement, to extend Loans in the amounts reflected, 
 Name of Lender: Manufacturers
Bank 
  

					
		 	Executing as a Lender:
			
		 	By:	 	 /s/ Sean Walker

		 	Name:	 	Sean Walker
		 	Title:	 	Vice President
		
		 	For any Institution requiring a second signature line:
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

  

					
	 Revolving Commitment
	  	$	1,375,000	  
	 Initial Draw Tranche A Term Loan Commitment
	  	$	6,125,000	  
	 Delayed Draw Commitment
	  	$	2,500,000