EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of ___________, 20__ (the
"Agreement") by and among _________________________ (the "Assignor"),
_________________________ (the "Assignee"), and KEYBANK NATIONAL ASSOCIATION, as
Agent (the "Agent").
WHEREAS, the Assignor is a Lender under that certain Credit Agreement dated as
of January 5, 2012 (as amended, restated, supplemented or otherwise modified
from time to time, the "Credit Agreement"), by and among Entertainment
Properties Trust and the Subsidiary Borrowers referred to therein (collectively,
the "Borrowers"), the financial institutions party thereto and their assignees
under Section 12.5 thereof (the "Lenders"), the Agent, and the other parties
thereto;
WHEREAS, the Assignor desires to assign to the Assignee, among other things, all
or a portion of the Assignor's Commitment under the Credit Agreement, all on the
terms and conditions set forth herein; and
WHEREAS, the Agent consents to such assignment on the terms and conditions set
forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which hereby are acknowledged by the parties hereto, the parties hereto
hereby agree as follows:
Section 1. Assignment.
(a) Subject to the terms and conditions of this Agreement and in consideration
of the payment to be made by the Assignee to the Assignor pursuant to Section 2
of this Agreement, effective as of ____________, 20__ (the "Assignment Date"),
the Assignor hereby irrevocably sells, transfers and assigns to the Assignee,
without recourse, a $__________ interest (such interest being the "Assigned
Commitment") in and to the Assignor's Commitment and all of the other rights and
obligations of the Assignor under the Credit Agreement, the Assignor's Note and
the other Loan Documents (representing ______% in respect of the aggregate
amount of all Lenders' Commitments), including without limitation, a principal
amount of outstanding Loans equal to $_________ and all voting rights of the
Assignor associated with the Assigned Commitment, all rights to receive interest
on such amount of Loans and any Fees with respect to the Assigned Commitment and
other rights of the Assignor under the Credit Agreement and the other Loan
Documents with respect to the Assigned Commitment. The Assignee, subject to the
terms and conditions hereof, hereby assumes all obligations of the Assignor as a
Lender with respect to the Assigned Commitment, which obligations shall include,
but shall not be limited to, any obligation to make Loans to the Borrowers with
respect to the Assigned Commitment, and the obligation to indemnify the Agent as
provided in the Credit Agreement (the foregoing enumerated obligations, together
with all other similar obligations more particularly set forth in the Credit
Agreement and the other Loan Documents, collectively, the "Assigned
Obligations"). The Assignor shall have no further duties or obligations with
respect to, and shall have no further interest in, the Assigned Obligations or
the Assigned Commitment from and after the Assignment Date.
(b) The assignment by the Assignor to the Assignee hereunder is without recourse
to the Assignor. The Assignee makes and confirms to the Agent, the Assignor,