Credit Agreement
[__________], as a Lender]
[By:
Name:
Title:
Address:
Telephone:
Telecopy:]
[2138774.9]
Signature Page to Second Amended and Restated Credit Agreement
Annex I
Schedule 1.1
Please See Attached.
Annex II
Exhibit A
Please see attached.
Schedule 1.1
Lenders and Commitments
Lender
Revolver
Commitment
Revolver
Commitment
Percentage
FILO
Commitment
FILO Percentage
ABL Term Loan Commitment
ABL Term Loan Percentage
Bank of America, N.A.
$105,000,000.00
30.00%
$15,000,000
100.00%
$0.00
0.00%
Wells Fargo Bank,
National Association
$105,000,000.00
30.00%
$0.00
0.00%
$0.00
0.00%
JPMorgan Chase Bank,
N.A.
$50,000,000.00
14.29%
$0.00
0.00%
$0.00
0.00%
U.S. Bank National
Association
$50,000,000.00
14.29%
$0.00
0.00%
$0.00
0.00%
Royal Bank of Canada
$25,000,000.00
7.14%
$0.00
0.00%
$0.00
0.00%
HSBC Bank USA,
National Association
$15,000,000.00
4.29%
$0.00
0.00%
$0.00
0.00%
Pathlight Capital Fund I LP
$0.00
0.00%
$0.00
0.00%
$25,430,000.00
72.66%
Pathlight Capital LLC
$0.00
0.00%
$0.00
0.00%
$9,570,000.00
27.34%
TOTAL
$350,000,000.00
100%
$15,000,000.00
100.00%
$35,000,000
100.00%
DB1/ 100973060.3
EXHIBIT A
ASSIGNMENT AND ACCEPTANCE
This Assignment and Acceptance (this "Assignment and Acceptance") is dated as of
__________, and is entered into by and [between] [among] [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 assigned to such terms in the Credit
Agreement identified below (the "Credit Agreement"), receipt of a copy of which
is hereby acknowledged by the 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 Acceptance as if set forth
herein in full.
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
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 Revolving
Lender][their respective capacities as Revolving Lenders] [its capacity as a
FILO Lender] [their respective capacities as FILO Lenders] [its capacity as an
ABL Term Lender] [their respective capacities as ABL Term Lenders] under the
Credit Agreement and the other Loan Documents 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
respective facilities identified below [(including, without limitation,
participations in Letter of Credit Outstandings and Swingline Loans included in
such facilities)]5 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 Revolving Lender)]