L. Tavrow
Title:
Director
Banking Products Services, US
By:
/s/ David B. Julie
Name:
David B. Julie
Title:
Associate Director
Banking Products Services, US
2008 MEP Credit Agreement
GOLDMAN SACHS CREDIT PARTNERS L.P.
By:
/s/ Mark Walton
Name:
Mark Walton
Title:
Authorized Signatory
2008 MEP Credit Agreement
MORGAN STANLEY BANK
By:
/s/ Daniel Twenge
Name:
Daniel Twenge
Title:
Authorized Signatory
2008 MEP Credit Agreement
ROYAL BANK OF CANADA
By:
/s/ Jason S. York
Name:
Jason S. York
Title:
Authorized Signatory
2008 MEP Credit Agreement
THE TORONTO-DOMINION BANK
By:
/s/ Robyn Zeller
Name:
Robyn Zeller
Title:
Managing Director
2008 MEP Credit Agreement
WACHOVIA BANK, NATIONAL ASSOCIATION
By:
/s/ Lawrence P. Sullivan
Name:
Lawrence P. Sullivan
Title:
Managing Director
2008 MEP Credit Agreement
SCHEDULE 1.01
COMMITMENTS
The Royal Bank of Scotland plc
$ 170,000,000.00
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
$ 170,000,000.00
Deutsche Bank AG, New York Branch
$ 170,000,000.00
DnB NOR Bank ASA
$ 170,000,000.00
Citibank, N.A.
$ 100,000,000.00
Lehman Brothers Commercial Bank
$ 100,000,000.00
Merrill Lynch Bank USA
$ 100,000,000.00
BNP Paribas
$ 95,000,000.00
UBS Loan Finance LLC
$ 75,000,000.00
Goldman Sachs Credit Partners L.P.
$ 50,000,000.00
Morgan Stanley
$ 50,000,000.00
Royal Bank of Canada
$ 50,000,000.00
The Toronto-Dominion Bank
$ 50,000,000.00
Wachovia Bank, National Association.
$ 50,000,000.00
TOTAL
$ 1,400,000,000.00
2008 MEP Credit Agreement
SCHEDULE 4.01
EXISTING SUBSIDIARIES
None
EXHIBIT 1.01A
FORM OF ASSIGNMENT AND ACCEPTANCE
This Assignment and Assumption (the "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 (as amended, 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 1 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.
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
any