St, 14th Fl
Mail Code:
TX1-492-14-11
New York, NY 10017
Attention:
Anthony W. Kell
Telephone:
(214) 209-4124
Telecopier:
(214)209-9422
Electronic Mail:

with a cc to:
Bank of America, N.A.
Corp. Debt Products
540 W. Madison St
Mail Code:
IL1-541-23-09
Chicago, IL 60661
Attention:
Brian D. Lukehart
Telephone:
(312) 828-6883
Telecopier:
(312) 828-5140
Electronic Mail:

L/C ISSUER:
Bank of America, N.A.
Trade Operations
1 Fleet Way
PA6-580-02-30
Scranton, PA 18507
Telephone:
800.370.7519 and choose Trade product option
Fax:
570.330.4024
SWIFT Address:
BOFAUS3N
Electronic Mail:

EXHIBIT A
[form of]
ASSIGNMENT AND ACCEPTANCE
This Assignment and Acceptance (this "Assignment and Acceptance") 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 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
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 respective facilities identified below (including, without limitation,
the Letters of Credit and the Swingline Loans included in such facilities) 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 to, contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or
in equity related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold and assigned by [the][any]
Assignor to [the][any] Assignee