OF THE ASSIGNOR'S RIGHTS AND OBLIGATIONS UNDER THE
CREDIT AGREEMENT, THE ASSIGNOR SHALL CEASE TO BE A PARTY TO THE CREDIT AGREEMENT
BUT SHALL CONTINUE TO BE ENTITLED TO THE BENEFITS OF SECTIONS 2.10, 2.11, 3.5,
5.4 AND 13.5 THEREOF).
THIS ASSIGNMENT AND ACCEPTANCE SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. THIS ASSIGNMENT
AND ACCEPTANCE MAY BE EXECUTED BY ONE OR MORE OF THE PARTIES TO THIS ASSIGNMENT
AND ACCEPTANCE ON ANY NUMBER OF SEPARATE COUNTERPARTS (INCLUDING BY FACSIMILE OR
OTHER ELECTRONIC TRANSMISSION), AND ALL OF SAID COUNTERPARTS TAKEN TOGETHER
SHALL BE DEEMED TO CONSTITUTE ONE AND THE SAME INSTRUMENT. THIS ASSIGNMENT AND
ACCEPTANCE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY AND INTERPRETED UNDER THE LAW OF
THE STATE OF NEW YORK.
A-21
EXHIBIT B
TO THE CREDIT AGREEMENT
RESERVED
B-1
EXHIBIT C
TO THE CREDIT AGREEMENT
FORM OF MORTGAGE
[On file with Administrative Agent]
C-1
EXHIBIT D
TO THE CREDIT AGREEMENT
RESERVED
D-1
EXHIBIT E
TO THE CREDIT AGREEMENT
RESERVED
E-1
EXHIBIT F
TO THE CREDIT AGREEMENT
FORM OF LETTER CREDIT REQUEST
No.
(4)
Dated
(5)
To:
MORGAN STANLEY SENIOR FUNDING, INC., as
Administrative Agent and [
] as the Letter of
Credit Issuer, under the Third Amended and Restated Credit Agreement, dated as
of May [
], 2010 (the "Credit Agreement"), among LPL Holdings, Inc., a
Massachusetts corporation ("the Borrower"), LPL Investment Holdings, Inc., a
Delaware corporation, the lending institutions from time to time parties
thereto, Morgan Stanley Senior Funding, Inc. as the Administrative Agent and
Morgan Stanley & Co., as Collateral Agent.
Ladies and Gentlemen:
The undersigned hereby requests that the Letter of Credit Issuer issue a Letter
of Credit on
(6) (the "Date of
Issuance") in the aggregate stated amount of
(7) in dollars.
For purposes of this Letter of Credit Request, unless otherwise defined, all
capitalized terms used herein that are defined in the Credit Agreement shall
have the respective meanings provided therein.
The beneficiary of the requested Letter of Credit will be
(8), and such Letter of Credit will be in
support of
(9)and will have a stated
termination date of
(10)
The undersigned hereby certifies that:
(a)
representations and warranties made by any Credit Party contained in the
Credit Agreement or in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on and as of the Date of Issuance (except where such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties were true and correct in all material
respects as of such earlier date).
(b)
No Default or Event of Default has occurred and is continuing as of the
date hereof nor, after giving effect to the issuance of the Letter of Credit
requested hereby, would such a Default or Event