THIRD AMENDMENT AGREEMENT TO CREDIT AGREEMENT

Exhibit 10.1

EXECUTION COPY

THIRD AMENDMENT AGREEMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT AGREEMENT (this “Third Amendment Agreement”), dated as of August 14, 2014, is made by and among AUXILIUM PHARMACEUTICALS, INC. (the “Borrower”), the subsidiaries of the Borrower listed on the signature pages hereto (the “Subsidiary Guarantors”; together with the Borrower, the “Loan Parties”), certain Lenders (as defined in the Credit Agreement described below) party hereto constituting the Required Lenders under, and as defined in, the Credit Agreement (the “Required Lenders”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

PRELIMINARY STATEMENTS:

WHEREAS, the Borrower, the Administrative Agent, the Collateral Agent and the Lenders from time to time party thereto are parties to that certain Credit Agreement, dated as of April 26, 2013 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”).

WHEREAS, the Borrower intends to undertake a transaction whereby, in accordance with the terms of the Agreement and Plan of Merger dated as of June 25, 2014, by and among the Borrower, QLT Inc., a corporation incorporated under the laws of the province of British Columbia (to be renamed Auxilium International Corp. upon consummation of the Restructuring (as defined below), the “Parent”), QLT Holding Corp. (a Delaware corporation and a direct wholly-owned subsidiary of the Parent) (“US Holdco”) and QLT Acquisition Corp. (a Delaware corporation and a direct wholly-owned subsidiary of US Holdco) (“MergerCo”) (including all schedules and exhibits thereto, the “Acquisition Agreement”), the Parent shall indirectly acquire 100% of the Capital Stock of the Borrower (the “Acquisition”) by way of a one-step merger (the “Merger”) of MergerCo with and into the Borrower, with the Borrower surviving the Merger as a direct wholly-owned subsidiary of US Holdco (which shall remain a direct wholly-owned subsidiary of the Parent) (collectively, the “Restructuring”).

WHEREAS, the Required Lenders have agreed to amend the Credit Agreement pursuant to the terms and conditions contained herein and in the Credit Agreement (as amended hereby).

WHEREAS, Deutsche Bank Securities Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. shall act as joint bookrunners and joint lead arrangers with respect to this Third Amendment Agreement (in such capacities, the “Lead Arrangers”).

Section 1.                                          Defined Terms; Rules of Construction. Except as otherwise set forth in this Third Amendment Agreement, all capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement or, if not defined therein, the Credit Agreement as amended hereby.  The rules of construction specified in Section 1.2 of the Credit Agreement shall apply to this Third Amendment Agreement, including the terms defined in the preamble and recitals hereto.

Section 2.                                          Amendments to the Credit Agreement.  Effective as of the Third Amendment Effective Date (as defined below), and subject to the terms and conditions set forth herein, (i) the Credit Agreement (including, without limitation, the schedules and exhibits thereto) is hereby amended to incorporate the changes reflected in the redlined version of the Credit Agreement attached hereto as Annex A, (ii) the Parent shall, upon its execution and delivery of the Parent Joinder (as defined below) become a party to the Credit Agreement (as modified hereby) as the “Parent”, a “Group Member” and a “Loan Party” for all purposes thereof, and all references to any “Group Member” or “Loan Party” in any other Loan Document shall be deemed to include the Parent, (iii) the Required Lenders consent to the

execution and delivery by the Parent, the Borrower and the Administrative Agent of the Parent Joinder and the modifications to the Credit Agreement contemplated thereby (including, without limitation, any supplement to the schedules to the Credit Agreement as provided therein) and (iv) the following defined term shall be incorporated into Section 1.1 of the Credit Agreement in its proper alphabetical order:

“Third Amendment Certain Funds Paragraph”:  notwithstanding anything set forth in this Agreement or in any Loan Document to the contrary, (i) the only representations with respect to the Parent or any of its Subsidiaries which shall be a condition to the occurrence of the Third Amendment Agreement Effective Date shall be (x) such of the representations made by (or relating to) the Parent and the Borrower in the Acquisition Agreement (as defined in the Third Amendment) as are material to the interests of the Lenders, but only to the extent that the Borrower or (with respect to representations made by (or relating to) the Borrower and its Subsidiaries) the Parent) have (or the Borrower’s or the Parent’s applicable Affiliate has) the right (determined without regard to any notice requirement) to terminate the Borrower’s or the Parent’s (or the Borrower’s or the Parent’s Affiliate’s) obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement as a result of a breach of such representations (the “Acquisition Agreement Representations”) and (y) the Specified Representations (as defined below) and (ii) the only conditions to the occurrence of the Third Amendment Effective Date are the conditions set forth herein and in Section 4 of the Third Amendment (it being understood that (I) to the extent any Collateral may not be perfected by (A) the filing of a UCC or PPSA financing statement, (B) taking delivery and possession of a stock or other equity certificate for any U.S. entity that is a pledged entity or (C) the filing of a short-form security agreement with the United States Patent and Trademark Office or the United States Copyright Office, if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Third Amendment Effective Date after the Parent’s and the Borrower’s use of commercially reasonable efforts to do so, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the occurrence of the Third Amendment Effective Date but, instead, may be accomplished within 90 days after the Third Amendment Effective Date or such longer period as may be acceptable to the Lead Arrangers (as defined in the Third Amendment) (in their sole discretion) and (II) nothing in preceding clause (ii) shall be construed to limit the applicability of the individual conditions expressly set forth herein or Section 4 of the Third Amendment).  For purposes hereof, “Specified Representations” means the representations and warranties of the Parent and the other Loan Parties set forth in the Credit Agreement, the Third Amendment or in the Parent Joinder (as defined in the Third Amendment), as applicable, relating to legal existence, corporate power and authority relating to the entering into and performance of the Loan Documents (including, without limitation, the Third Amendment and the Parent Supplement (as defined in the Third Amendment)), the due authorization, execution, delivery, validity and enforceability of the Loan Documents (including, without limitation, the Third Amendment and the Parent Supplement (as defined in the Third Amendment)), no conflicts with or violations of organizational documents or the indentures governing the Convertible Notes, margin regulations, the Investment Company Act of 1940, as amended, solvency of the Parent and its Subsidiaries on a consolidated basis as of the Third Amendment Effective Date (after giving pro forma effect to the Restructuring), Patriot Act/”know your customer” laws, OFAC/anti-terrorism laws, FCPA and, subject to subclause (I) of the last parenthetical appearing in the preceding sentence, the creation, validity, perfection and priority (subject to permitted liens) of the security interests granted in the proposed Collateral.  The provisions of this paragraph are referred to as the “Third Amendment Certain Funds Paragraph”.

Section 3.                                          Representations and Warranties.  The Borrower represents and warrants to the Administrative Agent, the Lenders and the Lead Arrangers that, as of (x) the date hereof and (y) the Third Amendment Effective Date (and after giving effect to this Third Amendment Agreement), subject, in the case of the preceding clause (y), to the Third Amendment Certain Funds Paragraph:

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(a)                                 Except as permitted under Section 7.3 of the Credit Agreement, each Group Member as of the date hereof or (other than the Parent and its Subsidiaries, excluding the Borrower and its Subsidiaries) as of the Third Amendment Effective Date, as applicable, (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, to the extent such concept is recognized in its jurisdiction of incorporation, (ii) has the organizational power and authority and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, (iv) is in compliance with the terms of its Organizational Documents and (v) is in compliance with the terms of all Requirements of Law (including Health Care Laws) and all Governmental Authorizations, except in case of clauses (ii), (iii) and (v), to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b)                                 (i) Each Loan Party as of the date hereof or (other than the Parent and its Subsidiaries, excluding the Borrower and those of its Subsidiaries that are Subsidiary Guarantors) as of the Third Amendment Effective Date, as applicable, has the organizational power and authority, and the legal right, to make, execute, deliver and perform this Third Amendment Agreement, (ii) each Loan Party as of the date hereof or (other than the Parent and its Subsidiaries, excluding the Borrower and those of its Subsidiaries that are Subsidiary Guarantors) as of the Third Amendment Effective Date, as applicable, has taken all necessary organizational and other action to authorize the execution, delivery and performance of this Third Amendment Agreement, (iii) no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the transactions contemplated hereby or with the execution, delivery, performance, validity or enforceability of this Third Amendment Agreement, except the filings referred to in Section 4.18 of the Credit Agreement (as amended hereby) which filings have been, or will be, obtained or made and are in full force and effect on or before the Third Amendment Effective Date, and all applicable waiting periods shall have expired, in each case without any action being taken by any Governmental Authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated hereby, other than any such consent, authorizations, filings and notices the absence of which could not reasonably be expected to have a Material Adverse Effect, (iv) this Third Amendment Agreement has been duly authorized, executed and delivered by each Loan Party as of the date hereof or (other than the Parent and its Subsidiaries, excluding the Borrower and those of its Subsidiaries that are Subsidiary Guarantors) as of the Third Amendment Effective Date, as applicable, and each of this Third Amendment Agreement and the Credit Agreement (as amended hereby) 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, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought by proceedings in equity or at law).

(c)                                  The execution, delivery and performance of this Third Amendment Agreement will not violate (i) the Organizational Documents of any Loan Party as of the date hereof or (other than the Parent and its Subsidiaries, excluding the Borrower and those of its Subsidiaries that are Subsidiary Guarantors) as of the Third Amendment Effective Date, as applicable, (ii) any Requirement of Law (including any Health Care Laws), Governmental Authorization or any Contractual Obligation of any Group Member as of the date hereof or (other than the Parent and its Subsidiaries, excluding the Borrower and its Subsidiaries) as of the Third Amendment Effective Date, as applicable, and (iii) will not result in, or require, the creation or imposition of

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any Lien on any Group Member’s (excluding the Parent and its Subsidiaries, other than the Borrower and its Subsidiaries) respective properties or revenues pursuant to its Organizational Documents, any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents), except for any violation set forth in clause (ii) or (iii) which could not reasonably be expected to have a Material Adverse Effect.

(d)                                 The representations and warranties set forth in the Credit Agreement (as amended hereby) and in the other Loan Documents (other than any such representations and warranties that are duplicative of those set forth in this Section 3) are as of the date hereof, and will (as of the Third Amendment Effective Date) be true and correct in all material respects as of such date with the same effect as though such representations and warranties had been made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date.

(e)                                  The (i) GAAP audited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows of the Borrower for the fiscal year ended December 31, 2013 and (ii) as soon as available and in any event within 45 days after the end of each fiscal quarter ending after December 31, 2013 and at least 45 days prior to the Third Amendment Effective Date, unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower for such fiscal quarter, for the period elapsed from the beginning of the applicable fiscal year to the end of such fiscal quarter and for the comparable periods of the preceding fiscal year (with respect to which independent auditors shall have performed an SAS 100 review), present fairly in all material respects the consolidated financial condition of the Borrower as at such time periods, and the consolidated results of its operations and its cash flows for such fiscal periods.

(f)                                   (x) Since December 31, 2013, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement, prior to giving effect to the amendments contemplated hereby) with respect to the Borrower and its Subsidiaries as of the date hereof or (other than the Parent and its Subsidiaries, excluding the Borrower and its Subsidiaries) as of the Third Amendment Effective Date, as applicable, and (y) from the date of the most recent Auxilium Annual Financial Statements (as defined in the Acquisition Agreement) to the Third Amendment Effective Date, no result, fact, change, effect, event, circumstance, occurrence or development has occurred or arisen which has had or would reasonably be expected to have, individually or in the aggregate, an Acquisition Agreement Material Adverse Effect (as defined below) on the Borrower.

“Acquisition Agreement Material Adverse Effect”, when used in connection with the Borrower or the Parent (as applicable), means any result, fact, change, effect, event, circumstance, occurrence or development that, individually or in the aggregate with all other adverse results, facts, changes, effects, events, circumstances, occurrences or developments, has or would reasonably be expected to have, a material and adverse effect on (i) the business, operations, results of operations or condition (whether financial or otherwise) of such Person and its Subsidiaries, taken as a whole or (ii) the ability of such Person and its Subsidiaries to perform their covenants or obligations under the Acquisition Agreement or to consummate the Transactions (as defined therein); provided, however, that any result, fact, change, effect, event, circumstance, occurrence or development shall not be deemed to constitute, and shall not be taken into account in determining whether there has been, an Acquisition Agreement Material Adverse Effect to the extent that such result, fact, change, effect, event, circumstance, occurrence or development arises out of or results from:

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provided, however, that the effect of the changes or developments described in clauses (i) through (vi) above shall not be excluded to the extent that any of the changes or developments referred to therein disproportionately adversely affect such Person and its Subsidiaries, taken as a whole, in comparison to other Persons who operate in the same industry as such Person and its Subsidiaries.

Notwithstanding anything in the Credit Agreement or any other Loan Document, the interpretation of the definition of “Acquisition Agreement Material Adverse Effect” and whether an

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Acquisition Agreement Material Adverse Effect has occurred, shall be interpreted in accordance with the laws of the State of Delaware without regard to choice of laws principles thereof.

(g)                                  No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened in writing by or against any Group Member as of the date hereof or (other than the Parent and its Subsidiaries, excluding the Borrower and its Subsidiaries) as of the Third Amendment Effective Date, as applicable, or against any of their respective properties or revenues (i) with respect to any of this Third Amendment Agreement or any other Loan Documents, which would in any respect impair the enforceability of this Third Amendment Agreement or such other Loan Documents, taken as a whole or (ii) that could reasonably be expected to have a Material Adverse Effect, except any litigation that may be disclosed on the Borrower’s SEC or other comparable filings on or prior to the date hereof or the Third Amendment Effective Date (as applicable).

(h)                                 No written statement contained in any document, certificate or statement furnished by any Loan Party as of the date hereof or (other than the Parent and its Subsidiaries, excluding the Borrower and those of its Subsidiaries that are Subsidiary Guarantors) as of the Third Amendment Effective Date, as applicable, to the Administrative Agent, the Lead Arrangers or the Lenders, or any of them, for use in connection with the Restructuring, this Third Amendment Agreement or any other transactions contemplated by this Third Amendment Agreement (including the lender presentation dated as of August 12, 2014), when taken as a whole, contained as of the date such statement, information, document or certificate was furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein, taken as a whole, not misleading in the light of the circumstances under which such statements were made; provided, however, that with respect to projections, the Borrower represents only that the same were prepared in good faith and are based upon assumptions believed by management of the Borrower to be reasonable at the time made available to the Administrative Agent and the Lead Arrangers, it being recognized by the Administrative Agent, the Lead Arrangers or the Lenders that such financial information as it relates to future events is not to be viewed as fact, is by its nature inherently uncertain and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount; it being understood that for purposes of this Section 3(h), such information shall not include information of a general economic or industry-specific nature contained in the materials referenced above and that any written information provided by the Borrower or any of its Subsidiaries (prior to the Third Amendment Effective Date) regarding the Parent and its Subsidiaries is to the best knowledge of the Borrower.

Section 4.                                          Conditions to Effectiveness on Third Amendment Effective Date.  The amendments to the Credit Agreement contemplated by Section 2 of this Third Amendment Agreement shall become effective on and as of the first Business Day on which the following conditions shall have been satisfied or waived by each applicable party (the “Third Amendment Effective Date”):

(a)                                  the Administrative Agent (or its counsel) shall have received from the Borrower, and the Subsidiary Guarantors as of the date of the Third Amendment Agreement and the Required Lenders either (i) a counterpart of this Third Amendment Agreement signed on behalf of such party, or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Third Amendment Agreement) that such party has signed a counterpart of this Third Amendment Agreement;

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(b)                                 the Administrative Agent shall have received (i) a certificate of the secretary or assistant secretary on behalf of each Loan Party (including the Parent and each of its Subsidiaries that are required to become Subsidiary Guarantors pursuant to Section 6.9 of the Credit Agreement (as amended hereby)) dated the Third Amendment Effective Date, certifying (A) that attached thereto is a true and complete copy of the Organizational Documents of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State (or other equivalent body) of the state (or other applicable jurisdiction) of its organization, and (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or other equivalent body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the date of such certificate, (ii) good standing certificates (or the equivalent thereof in any applicable jurisdiction) for each Loan Party for each jurisdiction in which the Loan Party is organized (to the extent such certificates or the equivalent thereof are available in each applicable jurisdiction), and (iii) a solvency certificate substantially in the form of Exhibit J to the Credit Agreement (as modified hereby) dated the Third Amendment Effective Date and signed by the chief financial officer of the Parent;

(c)                                  the Acquisition shall have been consummated in accordance with the terms and conditions of the Acquisition Agreement, and the Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and neither the Borrower nor any affiliate thereof shall have consented to any action which would require the consent of the Borrower or such affiliate under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be materially adverse to the interests of the Lenders, in any such case without the prior written consent of the Lead Arrangers (it being understood and agreed that any alteration, supplement, amendment, modification, waiver or consent that modifies the so-called “Xerox” provisions of the Acquisition Agreement providing protection with respect to exclusive jurisdiction, waiver of jury trial, liability caps and third party beneficiary status for the benefit of the Lead Arrangers and their respective affiliates shall be deemed to be materially adverse to the interests of the Lenders);

(d)                                 the Lead Arrangers shall have received evidence to their reasonable satisfaction that the Restructuring has been consummated, in each case in a manner consistent with the Ernst & Young paper entitled “Project Bond Acquisition Structure, IP Migration”, dated as of June 17, 2014, after giving effect to any modifications thereto that are not material and adverse to the Administrative Agent or the Lenders (it being acknowledged and agreed that, for the avoidance of doubt, the structuring steps set forth therein, other than those required to consummate the Restructuring, shall not be required to have been or be consummated);

(e)                                  the Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where the Parent and its Subsidiaries (other than the Borrower and its Subsidiaries) are located, and such search shall reveal no Liens on any of the assets of such Persons except for Liens permitted by Section 7.2 of the Credit Agreement (as amended hereby) or discharged on or prior to the Third Amendment Effective Date pursuant to documentation reasonably satisfactory to the Administrative Agent;

(f)                                    the Administrative Agent shall have received (i) a joinder to the Credit Agreement duly executed and delivered by the Parent and the Borrower in substantially the form attached hereto as Annex B, as such form may be modified at the request of the Parent in a manner reasonably satisfactory to the Administrative Agent (the “Parent Joinder”) and (ii) a supplement to the Perfection Certificate with respect to the Parent and each of its Subsidiaries

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(other than the Borrower and its Subsidiaries) outlining the matters set forth in the form of Perfection Certificate set forth in Exhibit K-1 to the Credit Agreement, as well as such other matters as are required to be set forth therein by the Parent Joinder (the “Supplemental Perfection Certificate”);

(g)                                  the requirements of Section 6.9 of the Credit Agreement (as modified hereby) shall have been satisfied with respect to the Parent and each of its Subsidiaries (other than the Borrower and its Subsidiaries and including, without limitation, the US Holdco and the Canadian IPCo); provided, that, the requirements of this clause (g) shall be subject to the Third Amendment Certain Funds Paragraph;

(h)                                 the Administrative Agent shall have received an executed legal opinion of (i) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, New York counsel to the Parent, the Borrower and their Domestic Subsidiaries, (ii) Torys LLP, Canadian counsel to the Parent and its Canadian Subsidiaries and (iii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ counsel to the Parent and its Canadian Subsidiaries, in each case covering such matters as the Lead Arrangers may reasonably request and otherwise reasonably satisfactory to the Lead Arrangers; and

(i)                                     the representations and warranties contained in Section 3 of this Third Amendment Agreement and in the Parent Joinder shall be true and correct in all material respects, on and as of the Third Amendment Effective Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date;

(j)                                    the Borrower shall have paid, by wire transfer of immediately available funds, (i) to the Lead Arrangers, all fees as have been separately agreed, (ii) to the Administrative Agent, for the ratable account of each Lender that has executed and delivered a signature page to this Third Amendment Agreement on or prior to 5.00 p.m. on August 14, 2014, a fee in an amount equal to 0.50% of the Term Loans of each such Lender outstanding on the date of the Third Amendment Agreement (immediately prior to giving effect thereto) and (iii) to the Lead Arrangers and the Administrative Agent, all reasonable and documented out-of-pocket fees and expenses of the Lead Arrangers and the Administrative Agent in connection with this Third Amendment Agreement (including, without limitation, the reasonable and documented legal fees and expenses of White & Case LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as counsel to the Lead Arrangers) to the extent that such fees and expenses are invoiced at least three (3) Business Days prior to the Third Amendment Effective Date; and

(k)                                 the Administrative Agent shall have received a certificate, dated as of the Third Amendment Effective Date, signed by a Responsible Officer of the Borrower certifying as to compliance with the conditions precedent set forth in clause (i) of this Section 4.

Notwithstanding the foregoing, the amendments to the Credit Agreement contemplated by this Third Amendment Agreement shall not become effective if each of the conditions set forth above have not been satisfied at or prior to 5.00 p.m., New York City time, on December 31, 2014 (it being understood that any such failure of the Third Amendment Effective Date to occur will not affect any rights or obligations of any Person under the Credit Agreement).

Section 5.                                          Reference to and Effect on the Credit Agreement. (a) On and after the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by, and after giving effect to, this Third Amendment Agreement.  This Third Amendment Agreement shall be a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

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(b)                                 Each Loan Document, after giving effect to this Third Amendment Agreement and the occurrence of the Third Amendment Effective Date, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed, except that, on and after the Third Amendment Effective Date, each reference in each of the Loan Documents (including the Guarantee and Collateral Agreement and the other Security 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, and after giving effect to, this Third Amendment Agreement and the occurrence of the Third Amendment Effective Date. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations, including under the Loan Documents, as amended by, and after giving effect to, this Third Amendment Agreement and the occurrence of the Third Amendment Effective Date, in each case subject to the terms thereof.

(c)                                  The execution, delivery and effectiveness of this Third Amendment Agreement, or the occurrence of the Third Amendment Effective Date, shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, or constitute a waiver of any provision of any of the Loan Documents.

Section 6.                                          Reaffirmation.  By executing and delivering a counterpart hereof, (i) the Borrower hereby agrees that all Term Loans incurred by the Borrower shall be guaranteed pursuant to the Credit Agreement (as amended hereby) and the Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents (including, without limitation, any Canadian Security Documents or any other Security Documents executed and delivered in connection with this Third Amendment Agreement) in accordance with the terms and provisions thereof and (ii) the Borrower and each other Loan Party party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Third Amendment Agreement or the occurrence of the Third Amendment Effective Date, after giving effect to this Third Amendment Agreement and the occurrence of the Third Amendment Effective Date, the Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document, in each case after giving effect to this Third Amendment Agreement and the occurrence of the Third Amendment Effective Date, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (including, without limitation, any Canadian Security Documents or any other Security Documents executed and delivered in connection with this Third Amendment Agreement) to secure such Obligations, all as provided in the Security Documents (including, without limitation, any Canadian Security Documents or any other Security Documents executed and delivered in connection with this Third Amendment Agreement), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Third Amendment Agreement and the occurrence of the Third Amendment Effective Date.

Section 7.                                          Costs and Expenses.  The Borrower hereby agrees to promptly (and in any event within ten (10) Business Days of a written request) reimburse the Lead Arrangers and the Administrative Agent for their reasonable and documented out-of-pocket expenses in connection with this Third Amendment Agreement, including (without limitation) the reasonable fees, charges and disbursements of White & Case LLP as New York counsel to the Lead Arrangers and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as Canadian counsel to the Lead Arrangers, provided that any such fees and expenses to be paid on the Third Amendment Effective Date shall be invoiced at least three (3) Business Days prior to the Third Amendment Effective Date.

Section 8.                                          Execution in Counterparts.  This Third Amendment Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of

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which when so executed shall be deemed to be an original and all of which taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page to this Third Amendment Agreement by telecopier (or other electronic transmission) shall be effective as delivery of a manually executed counterpart of this Third Amendment Agreement.

Section 9.                                          WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS THIRD AMENDMENT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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 THIRD AMENDMENT AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.

Section 10.                                   GOVERNING LAW.  THIS THIRD AMENDMENT AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.,

as Administrative Agent