and assigning to the Purchasing Lender
rights, obligations and commitments under the Credit Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Upon the execution and delivery of this Assignment Agreement by the Purchasing
Lender, the Transferor Lender, the Agent and the Company, the Purchasing Lender
shall be a Lender party to the Credit Agreement for all purposes thereof.
(1)
EFFECTIVE ON
,
20
, (THE "EFFECTIVE DATE"), THE TRANSFEROR LENDER HEREBY SELLS AND ASSIGNS
TO THE PURCHASING LENDER A PORTION OF ITS COMMITMENT AMOUNT EQUAL TO
$
(THE "ASSIGNED AMOUNT"), AND A CORRESPONDING PORTION OF THE
PRINCIPAL AMOUNT OF AND ALL INTEREST ACCRUED ON ITS LOANS OUTSTANDING UNDER THE
CREDIT AGREEMENT.
TOGETHER WITH THE ASSIGNED AMOUNT, THE TRANSFEROR LENDER
HEREBY ASSIGNS TO THE PURCHASING LENDER A PRO RATA SHARE OF THE TRANSFEROR
LENDER'S INTEREST AS A LENDER IN THE LOAN DOCUMENTS (THE ASSIGNED AMOUNT, SUCH
LOANS AND SUCH INTEREST IN THE LOAN DOCUMENTS BEING HEREINAFTER REFERRED TO AS
THE "ASSIGNED INTEREST").
THE PURCHASING LENDER HEREBY ASSUMES THE ASSIGNED
AMOUNT AND THE TRANSFEROR LENDER'S RELATED OBLIGATIONS UNDER THE LOAN DOCUMENTS.
(2)
ON THE EFFECTIVE DATE, THE PURCHASING
LENDER SHALL PAY TO THE TRANSFEROR LENDER A PURCHASE PRICE (THE "PURCHASE
PRICE") EQUAL TO THE OUTSTANDING PRINCIPAL AMOUNT OF THE LOANS INCLUDED IN THE
ASSIGNED INTEREST AS OF THE DAY PRECEDING THE EFFECTIVE
H-1
DATE.
THE TRANSFEROR LENDER ACKNOWLEDGES RECEIPT FROM THE PURCHASING LENDER OF
AN AMOUNT EQUAL TO THE PURCHASE PRICE.
(3)
ALL INTEREST, FACILITY FEES AND LETTER OF
CREDIT FEES ACCRUED ON THE ASSIGNED INTEREST FOR THE BILLING PERIOD IN WHICH THE
EFFECTIVE DATE FALLS SHALL BE PAID TO THE AGENT AS PROVIDED IN THE CREDIT
AGREEMENT, AND DISTRIBUTED BY THE AGENT (A) WITH RESPECT TO AMOUNTS ACCRUED
BEFORE THE EFFECTIVE DATE, TO THE TRANSFEROR LENDER AND (B) WITH RESPECT TO
AMOUNTS ACCRUED ON OR AFTER THE EFFECTIVE DATE, TO THE PURCHASING LENDER.
THE
TRANSFEROR LENDER HAS MADE ARRANGEMENTS WITH THE PURCHASING LENDER WITH RESPECT
TO THE PORTION, IF ANY, TO BE PAID BY THE TRANSFEROR LENDER TO THE PURCHASING
LENDER OF OTHER FEES HERETOFORE RECEIVED BY THE TRANSFEROR LENDER PURSUANT TO
THE CREDIT AGREEMENT.
(4)
SUBJECT TO THE PROVISIONS OF PARAGRAPH 3
ABOVE, FROM AND AFTER THE EFFECTIVE DATE, PRINCIPAL, INTEREST, FEES AND OTHER
AMOUNTS THAT WOULD OTHERWISE BE PAYABLE TO OR FOR THE ACCOUNT OF THE TRANSFEROR
LENDER PURSUANT TO THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS IN RESPECT
OF THE ASSIGNED INTEREST SHALL, INSTEAD, BE PAYABLE TO OR FOR THE ACCOUNT OF THE
PURCHASING LENDER PURSUANT TO THE CREDIT AGREEMENT.
EACH TIME THE LENDERS ARE
ASKED, FROM AND AFTER THE EFFECTIVE DATE, TO MAKE LOANS OR OTHERWISE EXTEND
CREDIT UNDER THE LOAN DOCUMENTS, THE AGENT SHALL ADVISE THE PURCHASING LENDER,
AS PROVIDED IN THE CREDIT AGREEMENT, OF THE REQUEST, AND THE PURCHASING LENDER
SHALL BE SOLELY RESPONSIBLE FOR MAKING A LOAN OR OTHERWISE EXTENDING CREDIT IN
ACCORDANCE WITH ITS ASSIGNED INTEREST.
(5)
CONCURRENTLY WITH THE EXECUTION AND
DELIVERY HEREOF, (I) THE COMPANY, THE TRANSFEROR