"Borrowers" and individually each a "Borrower") as set forth in that certain
Second Amended and Restated Loan and Security Agreement, dated
, 2007, 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
"Financing Agreements"). Capitalized terms not otherwise defined herein shall
have the respective meanings ascribed thereto in the Loan Agreement.
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
(
%) of the total Commitments pursuant to the Assignment and
Acceptance Agreement attached hereto (the "Assignment and Acceptance"). We
understand that the Assignor's Commitment shall be reduced by
Dollars ($
), as the same may be further reduced by other
assignments on or after the date hereof.
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.
A-1-8
The following administrative details apply to Assignee:
(A)
Notice address:
Assignee name:
Address:
Attention:
Telephone:
Telecopier:
(B)
Payment instructions:
Account No.:
At:
Reference:
Attention:
You are entitled to rely upon the representations, warranties and covenants of
each of Assignor and Assignee contained in the Assignment and Acceptance.
A-1-9
IN WITNESS WHEREOF, Assignor and Assignee have caused this Notice of Assignment
and Acceptance 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:
Title:
[NAME OF ASSIGNEE]
By:
Title:
ACKNOWLEDGED AND ASSIGNMENT CONSENTED TO:
WACHOVIA FINANCIAL CORPORATION,
as Agent
By:
Title:
A-1-10
EXHIBIT A-2
TO
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Form of Existing Term Loan Lender
ASSIGNMENT AND ACCEPTANCE AGREEMENT
This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and
Acceptance")
dated as of
, 200
is made between
(the "Assignor") and
(the "Assignee"). Initially capitalized terms
used herein without definitions shall have the meanings given in the Loan
Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, Wachovia Bank, National Association, as arranger, Wachovia Bank,
National Association, in its capacity as agent pursuant to the Loan Agreement
(as hereinafter defined) acting for and on behalf of the Persons which are
parties thereto as lenders (in such capacity, "Agent"), and the Persons which
are parties to the Loan Agreement as lenders (individually, each a "Lender" and
collectively, "Lenders")