IN ACCORDANCE WITH ITS TERMS
ALL THE OBLIGATIONS WHICH BY THE TERMS OF THE CREDIT AGREEMENT ARE REQUIRED TO
BE PERFORMED BY IT AS A LENDER INCLUDING, IF IT IS ORGANIZED UNDER THE LAWS OF A
JURISDICTION OUTSIDE THE UNITED STATES, ITS OBLIGATION PURSUANT TO SUBSECTION
2.17(E) OF THE CREDIT AGREEMENT.
IV.
THE EFFECTIVE DATE OF THIS ASSIGNMENT AND ACCEPTANCE SHALL BE THE
EFFECTIVE DATE OF ASSIGNMENT DESCRIBED IN SCHEDULE 1 HERETO (THE "EFFECTIVE
DATE").
FOLLOWING THE EXECUTION OF THIS ASSIGNMENT AND ACCEPTANCE, IT WILL BE
DELIVERED TO THE ADMINISTRATIVE AGENT FOR ACCEPTANCE BY IT AND RECORDING BY THE
ADMINISTRATIVE AGENT PURSUANT TO THE CREDIT AGREEMENT, EFFECTIVE AS OF THE
EFFECTIVE DATE (WHICH SHALL NOT, UNLESS OTHERWISE AGREED TO BY THE
ADMINISTRATIVE AGENT, BE EARLIER THAN FIVE BUSINESS DAYS AFTER THE DATE OF SUCH
ACCEPTANCE AND RECORDING BY THE ADMINISTRATIVE AGENT).
V.
UPON SUCH ACCEPTANCE AND RECORDING, FROM AND AFTER THE EFFECTIVE
DATE, THE ADMINISTRATIVE AGENT SHALL MAKE ALL PAYMENTS IN RESPECT OF THE
ASSIGNED INTEREST (INCLUDING PAYMENTS OF PRINCIPAL, INTEREST, FEES AND OTHER
AMOUNTS) TO THE ASSIGNOR FOR AMOUNTS WHICH HAVE ACCRUED TO THE EFFECTIVE DATE
AND TO THE ASSIGNEE FOR AMOUNTS WHICH HAVE ACCRUED SUBSEQUENT TO THE EFFECTIVE
DATE.
THE ASSIGNOR AND THE ASSIGNEE SHALL MAKE ALL APPROPRIATE ADJUSTMENTS IN
PAYMENTS BY THE ADMINISTRATIVE AGENT FOR PERIODS PRIOR TO THE EFFECTIVE DATE OR
WITH RESPECT TO THE MAKING OF THIS ASSIGNMENT DIRECTLY BETWEEN THEMSELVES.
VI.
FROM AND AFTER THE EFFECTIVE DATE, (A) THE ASSIGNEE SHALL BE A
PARTY TO THE CREDIT AGREEMENT AND, TO THE EXTENT PROVIDED IN THIS ASSIGNMENT
AND ACCEPTANCE, HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER THEREUNDER AND SHALL
BE BOUND BY THE PROVISIONS THEREOF; AND (B) THE ASSIGNOR SHALL, TO THE EXTENT
PROVIDED IN THIS ASSIGNMENT AND ACCEPTANCE, RELINQUISH ITS RIGHTS AND BE
RELEASED FROM ITS OBLIGATIONS UNDER THE CREDIT AGREEMENT.
VII.
THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.
Schedule 1
to Assignment and Acceptance
Name of Assignor:
Name of Assignee:
Effective Date of Assignment:
Credit
Facility Assigned
Principal
Amount Assigned
Commitment Percentage Assigned(1)
$
.
%
[Name of Assignee]
[Name of Assignor]
By:
By:
Title:
Title
Accepted:
Consented To:
JPMORGAN CHASE BANK,
as Administrative Agent
WADDELL & REED FINANCIAL, INC.(2)
By:
By:
Title:
Title:
(1)
Calculate the Commitment Percentage that is assigned to at least
15 decimal places and show as a percentage of the aggregate commitments of all
Lenders.
(2)
The Borrower's consent may not be required pursuant to subsection
9.04 of the Credit Agreement.
EXHIBIT B
Waddell & Reed Financial, Inc.
6300 Lamar Avenue
Overland Park, Kansas 66202
October
, 2004
JPMorgan Chase Bank, as Administrative Agent under
the Credit Agreement, as hereinafter defined (the "Agent")
and
The Lenders listed