any of the matters currently pending against the Company will have
a material adverse effect on the financial position of the Company or the
ability of the Company to meet its financial obligations as they become
due. Unless otherwise noted, the Company is unable to determine at this time a
reasonable estimate of a possible loss or range of losses associated with the
foregoing disclosed contingent matters.
Schedule 1.01-7
SCHEDULE 1.02 - Administrative Agent's Address
Address:
Lloyds Bank plc
150 Fountainbridge
Edinburgh
EH3 9PE
Attention:
Scott Christie
Phone:
+44 131 222 0330
Fax:
+44 131 347 7229
Email:

Schedule 1.02-1
SCHEDULE 1.03 - Timetables
LIBOR is fixed
Quotation Day as of 11:00 a.m. London time.
Schedule 1.03-1
EXHIBIT A TO THE
CREDIT AGREEMENT
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each] Assignor identified in item 1 below ([the][each, an] "Assignor") and
[the][each] Assignee identified in item 2 below ([the][each, an] "Assignee").
[It is understood and agreed that the rights and obligations of [the
Assignors][the Assignees] hereunder are several and not joint.] Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), receipt of a copy of which
is hereby acknowledged by [the][each] Assignee. The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells,
assigns and transfers by novation to [the Assignee][the respective Assignees],
and [the][each] Assignee hereby irrevocably purchases, assumes and accepts
transfer from [the Assignor][the respective Assignors], subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as
of the Effective Date inserted by the Administrative Agent as contemplated below
(i) all of [the Assignor's][the respective Assignors'] rights and obligations in
[its capacity as a Lender][their respective capacities as Lenders] under the
Credit Agreement and any other documents or instruments delivered pursuant
thereto to the extent related to the amount and percentage interest identified
below of all of such outstanding rights and obligations of [the Assignor][the
respective Assignors] under the facility identified below (including, without
limitation, any guarantees included in such facility), and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of [the Assignor (in its capacity as a Lender)][the
respective Assignors (in their respective capacities as Lenders)] against any
Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited