NEE-UK, individually each a "UK Borrower"
and, collectively, "UK Borrowers" and together with US Borrowers, each
individually, a "Borrower" and collectively, "Borrowers"), as set forth in the
Loan and Security Agreement, dated June 28, 2010, by and among Borrowers,
certain of their affiliates, Agent and Lenders (as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced, the "Loan Agreement"), and the other agreements, documents and
instruments referred to therein or at any time executed and/or delivered in
connection therewith or related thereto (all of the foregoing, together with the
Loan Agreement, as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, being collectively
referred to herein as the "Loan Documents").
Capitalized terms not otherwise
defined herein shall have the respective meanings ascribed thereto in the Loan
Agreement.
1.
We hereby give you notice of, and request your consent to, the assignment by
__________________________ (the "Assignor") to ___________________________ (the
"Assignee") such that after giving effect to the assignment Assignee shall have
an interest equal to ________ (__%) percent of the total Commitments pursuant to
the Assignment and Acceptance Agreement attached hereto (the "Assignment and
Acceptance Agreement").
We understand that the Assignor's Commitment shall be
reduced by $_____________, as the same may be further reduced by other
assignments on or after the date hereof.
A-6
2.
Assignee agrees that, upon receiving the consent of Agent to such
assignment, Assignee will be bound by the terms of the Loan Agreement as fully
and to the same extent as if the Assignee were the Lender originally holding
such interest under the Loan Agreement.
3.
The following administrative details apply to Assignee:
(A)
Notice address:
Assignee name:
Address:
Attention:
Telephone:
Telecopier:
(B)
Payment instructions:
Account No.:
At:
Reference:
Attention:
4.
You are entitled to rely upon the representations, warranties and covenants
of each of Assignor and Assignee contained in the Assignment and Acceptance
Agreement.
A-7
IN WITNESS WHEREOF, Assignor and Assignee have caused this Notice of Assignment
and Acceptance Agreement to be executed by their respective duly authorized
officials, officers or agents as of the date first above mentioned.
Very truly yours,
[NAME OF ASSIGNOR]
By:
Name:
Title:
[NAME OF ASSIGNEE]
By:
Name:
Title:
ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO:
WACHOVIA CAPITAL FINANCE CORPORATION(NEW ENGLAND
as Agent and Swing Line Lender
By:
Name:
Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Issuing Bank
By:
Name:
Title:
A-8
EXHIBIT B
TO
LOAN AND SECURITY AGREEMENT
Form of Borrowing Base Certificate
See attached
B-1
EXHIBIT C
TO
LOAN AND SECURITY AGREEMENT
Information Certificate
See attached
C-1
EXHIBIT D
TO
LOAN AND SECURITY AGREEMENT
Form of Priority Payables Report
See attached
D-1
EXHIBIT E
TO
LOAN AND SECURITY AGREEMENT
Form of Compliance Certificate
Compliance Certificate
To:
Wachovia Capital Finance Corporation (New England), as Agent
12 E. 49th Street
New York, New York 10017
Ladies and Gentlemen:
I hereby certify to you pursuant to Section 9.6 of the Loan Agreement (as