Common use of Administrative Agent and Lenders Clause in Contracts

Administrative Agent and Lenders. MERRlLL XXXXX CAPITAL, a division of Xxxxxxx Xxxxx Business Financial Services Inc., As Administrative Agent and as a Lender By: /s/ [ILLEGIBLE] Name: [ILLEGIBLE] Title: Vice President FRIEDBERGMILSTEIN PRIVATE CAPITAL FUND I, as Lender By: FriedbergMilstein, LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxxx III Name: XXXXX X. XXXXXX III Title: PARTNER NEWSTAR CP FUNDING LLC, as a Lender By: Newstar Financial, Inc., its designated Manager By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Managing Director Portfolio Management CASTLE HILL III CLO, LTD., as a Lender By: By: Sankaty Advisors, LLC, as Collateral Manager By: Name: Title: PROSPECT FUNDING I, LLC, as a Lender By: Name: Title: HARBOR TOWN FUNDING LLC, as a Lender By: /s/ X. XXXXXXXXX XXXXXX Name: X. XXXXXXXXX XXXXXX Title: VICE PRESIDENT CASTLE HILL I—INGOTS, Ltd., as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: Name: Title: LOAN FUNDING XI LLC, as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: Name: Title: CASTLE HILL III CLO, LTD., as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Title: MANAGING DIRECTOR PROSPECT IWNDING I, LLC, as a Lender By: /s/ Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Title: MANAGING DIRECTOR HARBOR TOWN FUNDING LLC, as a Lender By: Name: Title: CASTLE HILL I—INGOTS, Ltd., as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Title: MANAGING DIRECTOR LOAN FUNDING XI LLC, as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Title: MANAGING DIRECTOR RACE POINT CLO, LIMITED, as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Title: MANAGING DIRECTOR RACE POINT II CLO, LIMITED, as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Title: MANAGING DIRECTOR XXXXX POINT CLO, LIMITED, as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Title: MANAGING DIRECTOR CASTLE HILL II—INGOTS, LTD., as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Title: MANAGING DIRECTOR MAPS CLO FUND I, LLC., as a Lender By: Its Collateral Manager, Callidus Capital Management, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Managing Director CoLTS 2005-2, LTD., as a Lender By: Structured Asset Investors, LLC as Collateral Manager By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President EXHIBIT A Amended and Restated Borrower Organization Documents (Attached) AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OBAGI MEDICAL PRODUCTS, INC. The undersigned, Xxxxxx X. Xxxxxxx, hereby certifies that:

Administrative Agent and Lenders. MERRlLL XXXXXXX XXXXX CAPITAL, a division of Xxxxxxx Xxxxx Business Financial Services Inc., As as Administrative Agent and as a Lender By: /s/ [ILLEGIBLE] Xxxx Xxxxx Name: [ILLEGIBLE] Xxxx Xxxxx Title: Vice President Second Amendment and Waiver to Credit Agreement FRIEDBERGMILSTEIN PRIVATE CAPITAL FUND I, as a Lender By: FriedbergMilstein, LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxxx III Name: XXXXX Xxxxx X. XXXXXX Xxxxxx III Title: PARTNER NEWSTAR CP FUNDING LLC, as a Lender By: Newstar Financial, Inc., its designated Manager By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Managing Director Portfolio Management CASTLE HILL III CLO, LTD., as a Lender By: By: Sankaty Advisors, LLC, as Collateral Manager By: Name: Title: PROSPECT FUNDING I, LLC, as a Lender By: Name: Title: HARBOR TOWN FUNDING LLCPartner Second Amendment and Waiver to Credit Agreement MCG CAPITAL CORPORATION, as a Lender By: /s/ Xxxxxx X. XXXXXXXXX XXXXXX XxXxxxxxxx Name: Xxxxxx X. XXXXXXXXX XXXXXX XxXxxxxxxx Title: VICE PRESIDENT CASTLE HILL I—INGOTS, Ltd., as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: Name: Title: LOAN FUNDING XI LLC, as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: Name: Title: CASTLE HILL III CLO, LTD., as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Title: MANAGING DIRECTOR PROSPECT IWNDING I, LLC, as a Lender By: /s/ Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Title: MANAGING DIRECTOR HARBOR TOWN FUNDING LLC, as a Lender By: Name: Title: CASTLE HILL I—INGOTS, Ltd., as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Title: MANAGING DIRECTOR LOAN FUNDING XI LLC, as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Title: MANAGING DIRECTOR Vice President Second Amendment and Waiver to Credit Agreement RACE POINT CLO, LIMITED, as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxxxx Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Xxxxxxx Xxxxx Title: MANAGING DIRECTOR Executive Vice President RACE POINT II CLO, LIMITED, as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxxxx Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Xxxxxxx Xxxxx Title: MANAGING DIRECTOR Executive Vice President XXXXX POINT CLO, LIMITED, as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxxxx Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Xxxxxxx Xxxxx Title: MANAGING DIRECTOR Executive Vice President CASTLE HILL II—-INGOTS, LTD.. , as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxxxx Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Xxxxxxx Xxxxx Title: MANAGING DIRECTOR Executive Vice President Second Amendment and Waiver to Credit Agreement CASTLE HILL III CLO, LTD. , as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President PROSPECT FUNDING I, LLC, as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President HARBOUR TOWN FUNDING LLC, as a Lender By: /s/ XXXXXXXXX XXXXXX Name: XXXXXXXXX XXXXXX Title: VICE PRESIDENT CASTLE HILL I — INGOTS, Ltd., as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President LOAN FUNDING XI LLC, as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President Second Amendment and Waiver to Credit Agreement MAPS CLO FUND I, LLC., as a Lender By: Its Collateral Manager, Callidus Capital Management, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Managing Director CoLTS Second Amendment and Waiver to Credit Agreement NEWSTAR CP FUNDING LLC, as a Lender By: NewStar Financial, Inc., its designated Manager By: Name: Title: Second Amendment and Waiver to Credit Agreement XXXXXX STRAITS CLO 2004, LTD. By GSO Capital Partners LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory FOXE BASIN CLO 2003, LTD. By: GSO Capital Partners LP as Collateral Manager By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory CLT, L.P. , as a Lender By: Royal Bank of Canada, as Collateral Manager By: Name: Title: Xxxx Force I CLO, Ltd. By: GSO Capital Partners LP as Collateral Manager By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory 280 FUNDING I By: /s/ XXXXXX FAN Name: XXXXXX FAN Title: AUTHORIZED SIGNATORY Second Amendment and Waiver to Credit Agreement WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President COLTS 2005-2, 2 LTD., as a Lender By: Structured Asset Investors, LLC LLC, as Collateral Manager By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President EXHIBIT A Amended Second Amendment and Restated Borrower Organization Documents (Attached) AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OBAGI MEDICAL PRODUCTS, INC. The undersigned, Xxxxxx X. Xxxxxxx, hereby certifies that:Waiver to Credit Agreement SCHEDULE 1 Specified Defaults

Administrative Agent and Lenders. MERRlLL XXXXXXX XXXXX CAPITAL, a division of Xxxxxxx Xxxxx Business Financial Services Inc., As as Administrative Agent and as a Lender By: /s/ [ILLEGIBLE] Xxxx Xxxxx Name: [ILLEGIBLE] Xxxx Xxxxx Title: Vice President FRIEDBERGMILSTEIN PRIVATE CAPITAL FUND I, as a Lender By: FriedbergMilstein, LLC, its Investment Manager By: /s/ Xxxx X. Xxxxx X. Xxxxxx III Name: XXXXX Xxxx X. XXXXXX III Xxxxx Title: PARTNER NEWSTAR CP FUNDING LLC, as a Lender By: Newstar Financial, Inc., its designated Manager By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Managing Director Portfolio Management CASTLE HILL III CLO, LTD., as a Lender By: By: Sankaty Advisors, LLC, as Collateral Manager By: Name: Title: PROSPECT FUNDING I, LLCSenior Partner MCG CAPITAL CORPORATION, as a Lender By: Name: Title: HARBOR TOWN FUNDING LLC, as a Lender By: /s/ X. XXXXXXXXX XXXXXX Name: X. XXXXXXXXX XXXXXX Title: VICE PRESIDENT CASTLE HILL I—INGOTS, Ltd., as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: Name: Title: LOAN FUNDING XI LLC, as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: Name: Title: CASTLE HILL III CLO, LTD., as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Title: MANAGING DIRECTOR PROSPECT IWNDING I, LLC, as a Lender By: /s/ Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Title: MANAGING DIRECTOR HARBOR TOWN FUNDING LLC, as a Lender By: Name: Title: CASTLE HILL I—INGOTS, Ltd., as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Title: MANAGING DIRECTOR LOAN FUNDING XI LLC, as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxx Xxxxxxx III Name: XXXXX XXXXXXX III Title: MANAGING DIRECTOR RACE POINT CLO, LIMITED, as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxxxx Xxxxx Xxxxxxx III Name: XXXXXXX XXXXX XXXXXXX III Title: MANAGING DIRECTOR SENIOR VICE PRESIDENT RACE POINT II CLO, LIMITED, as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxxxx Xxxxx Xxxxxxx III Name: XXXXXXX XXXXX XXXXXXX III Title: MANAGING DIRECTOR SENIOR VICE PRESIDENT XXXXX POINT CLO, LIMITED, as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxxxx Xxxxx Xxxxxxx III Name: XXXXXXX XXXXX XXXXXXX III Title: MANAGING DIRECTOR SENIOR VICE PRESIDENT CASTLE HILL II—-INGOTS, LTD.. , as a Lender By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Xxxxxxx Xxxxx Xxxxxxx III Name: XXXXXXX XXXXX XXXXXXX III Title: MANAGING DIRECTOR MAPS CLO FUND ISENIOR VICE PRESIDENT Sankaty Advisors, LLC as Collateral Manager for Loan Funding XI LLC., as Term Lender By: /s/ Xxxxxxx Xxxxx XXXXXXX XXXXX SENIOR VICE PRESIDENT CASTLE HILL III CLO, LTD. , as a Lender By: Its Collateral ManagerSankaty Advisors, Callidus Capital ManagementLLC, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Managing Director CoLTS 2005-2, LTD., as a Lender By: Structured Asset Investors, LLC as Collateral Manager By: /s/ Xxxxxxx Xxxxx Name: XXXXXXX XXXXX Title: SENIOR VICE PRESIDENT LONG LANE MASTER TRUST IV, as a Lender By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxxxx X. Xxxxxxx Title: Authorized Agent PROSPECT FUNDING I, LLC, as a Lender By: Name: Title: HARBOUR TOWN FUNDING LLC, as a Lender By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Assistant Vice President EXHIBIT MAPS CLO FUND I, LLC, as a Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: SMD NEWSTAR CP FUNDING LLC, as a Lender By: NewStar Financial, Inc., its designated Manager By: Name: Title: XXXXXX STRAITS CLO 2004, LTD. , as a Lender By: Royal Bank of Canada, as Collateral Manager By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory FOXE BASIN CLO 2003, LTD. , as a Lender By: Royal Bank of Canada, as Collateral Manager By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory CLT, L.P. , as a Lender By: Royal Bank of Canada, as Collateral Manager By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director Pursuant to that certain letter agreement dated as of January 28, 2005 permitting certain conditions precedent to the effectiveness of the Credit Agreement to be satisfied after the Closing Date, the Borrower agreed to deliver to Administrative Agent, in form and substance satisfactory to Administrative Agent, the items described on Exhibit A Amended thereto (the “Delivery Requirements”) on or before the dates specified with respect to such items (the “Delivery Deadlines”). Although as of the First Amendment Closing Date, all Delivery Requirements have been satisfied, none of the Delivery Requirements were satisfied on or before the Delivery Dates, therefore Events of Default exist prior to the First Amendment Effective Date. SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT THIS SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Amendment”), dated as of September , 2006, is by and Restated Borrower Organization Documents (Attached) AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OBAGI MEDICAL PRODUCTSamong OMP, INC. The undersigned., Xxxxxx X. Xxxxxxxa Delaware corporation (the “Borrower”), hereby certifies that:the Lenders (as such term is defined in the Credit Agreement referred to below), and XXXXXXX XXXXX CAPITAL, a division of Xxxxxxx Xxxxx Business Financial Services Inc., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and each of the other Persons who are signatories hereto (Borrower and each such other Person is individually referred to herein as a “Credit Party” and collectively as the “Credit Parties”).