to clause (i) above (the rights and
obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as
[the][an] "Assigned Interest"). Each such sale and assignment is without
recourse to [the][any] Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by [the][any]
Assignor.
1.
Assignor[s]:
Assignor is [not] a Defaulting Lender
K-1
US-DOCS\110931489.5
2.
Assignee[s]:
[for each Assignee, indicate if an Affiliate or an Approved Fund of
[identify Lender]]
3.
Lead Borrower:
Briggs & Stratton Corporation
4.
Administrative Agent:
JPMorgan Chase Bank, N.A., as the administrative agent
under the Credit Agreement
5.
Credit Agreement:
The Revolving Credit Agreement, dated as of September 27,
2019, among Briggs & Stratton Corporation, the other Borrowers party thereto
from time to time, the Lenders party thereto from time to time, the Issuing
Banks party thereto from time to time and JPMorgan Chase Bank, N.A., as
Administrative Agent, Collateral Agent and Swingline Lender
6.
Assigned Interest[s]:
Assignor[s]
Assignee[s]
Class/
Facility Assigned
Amount of
Commitment/
Revolving
Loans for all
Lenders
Amount of
Commitment/
Revolving
Loans Assigned
Percentage
Assigned of
Commitment/
Revolving Loans8
CUSIP
Number
Class/
Facility
Aggregate
Class/
Facility
Aggregate
Class/
Facility
Aggregate
$
$
$
$
%
%
$
$
$
$
%
%
$
$
$
$
%
%
[7.
Trade Date:
______________]
K-2
US-DOCS\110931489.5
Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR[S]
[NAME OF ASSIGNOR]
By:
Title:
[NAME OF ASSIGNOR]
By:
Title:
ASSIGNEE[S]
[NAME OF ASSIGNEE]
By:
Title:
[NAME OF ASSIGNEE]
By:
Title:
K-3
US-DOCS\110931489.5
Consented to and Accepted:
[JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By:
Title:]
[[_____________],
as Issuing Bank
By:
Title:]
[[_____________],
as Swingline Lender
By:
Title:]
[Consented to:
BRIGGS & STRATTON CORPORATION
By:
Title:]
K-4
US-DOCS\110931489.5
ANNEX 1
CREDIT AGREEMENT
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1.
Representations and Warranties.
1.1
Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it
is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii)
[the][such] Assigned Interest is free and clear of any lien, encumbrance or
other adverse claim, (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and (iv) it is [not] a
Defaulting Lender; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of the
Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated
in respect of any Loan Document, or (iv) the performance or observance by the
Borrowers,