Rate - Consolidated Net Leverage Ratio.
A. Unrestricted Cash: $ __________
B. Consolidated Net Leverage Ratio ((Line II.A.10 - III.A) ÷ (Line II.B.4 + Line
II.C)):1 _______ to 1.00
If less than 1.25 to 1.00: Pricing Level1
If less than 1.50 to 1.00 but
greater than or equal to 1.25 to 1.00: Pricing Level2
If less than 2.00 to
1.00 but greater than or equal to 1.50 to 1.00 Pricing Level3
If less than
2.50 to 1.00 but greater than or equal to 2.00 to 1.00 Pricing Level4
If less
than 3.00 to 1.00 but greater than or equal to 2.50 to 1.00 Pricing Level5
If
greater than or equal to 3.00 to 1.00 Pricing Level6
1 Borrower to insert appropriate pricing levels for Committed Loans, 2020 Loans
and Commitment Fees.
D-7
EXHIBIT E
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each]2 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]3 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]4 hereunder are several and not joint.]5
Capitalized terms used but not defined herein shall have the meanings given to
them in the Amended and Restated Credit Agreement identified below (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,
the L/C Obligations and the Swing Line Loans included in such facilities6 if
Commitments other than 2020 Loan Commitments are being assigned) 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