$22,500,000
$10,000,000
Bank of America, N.A.
$25,000,000
$25,000,000
0
JPMorgan Chase Bank, N.A.
$25,000,000
$25,000,000
0
KeyBank National Association
$25,000,000
$25,000,000
0
Royal Bank of Canada
$25,000,000
$25,000,000
0
Barclays Bank PLC
$20,000,000
$20,000,000
0
Morgan Stanley Bank, N.A.
$20,000,000
$20,000,000
0
Raymond James Bank, N.A.
$5,000,000
$5,000,000
$10,000,000
TD Bank, N.A.
$7,500,000
$7,500,000
$5,000,000
Trustmark National Bank
$7,500,000
$7,500,000
0
Seaside National Bank & Trust
$2,500,000
$2,500,000
0
TOTAL
$250,000,000
$250,000,000
$100,000,000
Lender
Existing 5-Year Term Loans
Wells Fargo Bank, National Association
$21,000,000
PNC Bank, National Association
$17,000,000
U.S. Bank National Association
$15,000,000
Bank of America, N.A.
$25,000,000
KeyBank National Association
$25,000,000
Royal Bank of Canada
$17,000,000
Trustmark National Bank
$5,000,000
TOTAL
$125,000,000
EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Assignment and Assumption
Agreement") is dated as of the Effective Date set forth below and is entered
into by and between [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 them in the Credit Agreement identified below (as amended, 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 Agreement 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 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 thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims
and all