Revolving Commitment Percentages as of the Agreement Date
Lender
Revolving
Commitment
Percentage
Revolving
Commitment
Amount
Term Loan
Commitment
Percentage
Term Loan
Commitment
Amount
Wells Fargo Bank, National Association
18.900000000 %
$ 56,700,000
18.866666667 %
$ 28,300,000
Bank of America, N.A.
15.566666667 %
$ 46,700,000
15.533333333 %
$ 23,300,000
Barclays Bank PLC
13.333333333 %
$ 40,000,000
13.333333333 %
$ 20,000,000
KeyBank National Association
13.333333333 %
$ 40,000,000
13.333333333 %
$ 20,000,000
Morgan Stanley Bank, N.A.
7.773333333 %
$ 23,320,000
7.786666667 %
$ 11,680,000
MUFG Union Bank, N.A.
7.773333333 %
$ 23,320,000
7.786666667 %
$ 11,680,000
PNC Bank, National Association
7.773333333 %
$ 23,320,000
7.786666667 %
$ 11,680,000
Royal Bank of Canada
7.773333333 %
$ 23,320,000
7.786666667 %
$ 11,680,000
U.S. Bank National Association
7.773333333 %
$ 23,320,000
7.786666667 %
$ 11,680,000
TOTAL COMMITMENT AMOUNT
100.000000000 %
$ 300,000,000
100.000000000 %
$ 150,000,000
EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment and Assumption") is
dated as of the Effective Date set forth below and is entered into by and
[between][among] [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 such terms in the Credit Agreement identified below (as hereafter
amended from time to time, 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 letters of credit, guarantees, and swingline loans included in such
facilities), and (ii) to the extent permitted to be assigned under Applicable
Law, all claims, suits, causes of action and any other right of [the] [any]
Assignor (in its capacity as a Lender)][the respective Assignors (in their
respective capacities as Lenders)] against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant