of, such liability into shares or other
instruments of ownership in such EEA Financial Institution, its parent
undertaking, or a bridge institution that may be issued to it or otherwise
conferred on it, and that such shares or other instruments of ownership will be
accepted by it in lieu of any rights with respect to any such liability under
this Agreement or any other Loan Document; or
217
(iii) the variation of the terms of such liability in connection with the
exercise of the write-down and conversion powers of any EEA Resolution
Authority.
218
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.
Blue Buffalo Pet Products, Inc., as the Borrower By:
/s/ Michael Nathenson
Name: Michael Nathenson
Title:
Executive Vice President and Chief Financial Officer
CITIBANK, N.A., as the Administrative Agent, a Swingline Lender, and an Issuing
Bank By:
/s/ Justin Tichauer
Name: Justin Tichauer
Title:
Managing Director
CITIBANK, N.A., as an Initial Term Lender and a Revolving Lender By:
/s/ Justin Tichauer
Name: Justin Tichauer
Title:
Managing Director
JPMORGAN CHASE BANK, N.A., as a Revolving Lender By:
/s/ Bridget M. Killackey
Name: Bridget M. Killackey
Title:
Executive Director
EXHIBIT A-1
Form of Assignment and Assumption
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each]1 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]2 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]3 hereunder are several and not joint.]4
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (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 A 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. The benefit of each
Security Document shall be maintained in favor of [the][each] Assignee (without
prejudice to Section 8.07 of the Credit Agreement).
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
set forth in Annex A hereto 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