Agreement, the terms
defined therein being used herein as therein defined, and hereby gives you
notice irrevocably of the [conversion] [continuation] of the Loans specified
herein, that:
1.The Continuation/Conversion Date is
, 200.
2.The aggregate amount of the Loans to be [converted] [continued] is $
.
3.The Loans are to be [converted into] [continued as] [LIBOR Rate] [Base Rate]
Loans.
4.The duration of the Interest Period for the LIBOR Rate Loans included in the
[conversion] [continuation] shall be
months.
The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the proposed Continuation/Conversion Date,
before and after giving effect thereto and to the application of the proceeds
therefrom:
(a) The representations and warranties of each Borrower contained in the
Credit Agreement are true and correct as though made on and as of such date;
(b) Default or Event of Default has occurred and is continuing, or would
result from such proposed [conversion][continuation]; and
(c) The proposed conversion-continuation will not cause the Aggregate
Revolver Outstandings to exceed (a) the lesser of (i) the Borrowing Base or
(ii) the Maximum Revolver Amount, less (b) Reserves.
[NAME OF ADMINISTRATIVE BORROWER]
By:
Title:
EXHIBIT E-1
EXHIBIT F
[FORM OF] ASSIGNMENT AND ACCEPTANCE AGREEMENT
This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and Acceptance")
dated as of
, 200
is made between
(the "Assignor")
and
(the "Assignee").
RECITALS
WHEREAS, the Assignor is party to that certain Credit Agreement dated as
of
, 200
(as amended, amended and restated, modified, supplemented
or renewed, the "Credit Agreement") among
, a[n]
corporation and
, a[n]
corporation (each, a
"Borrower" and collectively, the "Borrowers"), the several financial
institutions from time to time party thereto (including the Assignor, the
"Lenders"), and Bank of America, N. A., as agent for the Lenders (the "Agent").
Any terms defined in the Credit Agreement and not defined in this Assignment and
Acceptance are used herein as defined in the Credit Agreement;
WHEREAS, as provided under the Credit Agreement, the Assignor has committed
to making Loans (the "Committed Loans") to the Borrowers in an aggregate amount
not to exceed $
(the "Commitment");
WHEREAS, the Assignor has made Committed Loans in the aggregate principal
amount of $
to the Borrowers
WHEREAS, [the Assignor has acquired a participation in its pro rata share of
the Lenders' liabilities under Letters of Credit in an aggregate principal
amount of $
(the "L/C Obligations")] [no Letters of Credit are
outstanding under the Credit Agreement]; and
WHEREAS, the Assignor wishes to assign to the Assignee [part of the] [all]
rights and obligations of the Assignor under the Credit Agreement in respect of
its Commitment, together with a corresponding portion of each of its outstanding
Committed Loans and L/C Obligations, in an amount equal to $
(the
"Assigned Amount") on the terms and subject to the conditions set forth herein
and the Assignee wishes to accept assignment of such rights and to assume such
obligations from the Assignor on such terms and