in the Credit Agreement.
The Administrative Agent is hereby authorized to disburse the Borrower's Loan
proceeds into the following account, unless the Borrower shall designate, in
writing to the Administrative Agent, one or more other accounts:
[Insert Bank Name]
ABA Routing Number: ________________
Account #: __________________________
Account Name: ______________________
Notwithstanding the foregoing, on the Closing Date, funds borrowed under the
Credit Agreement shall be sent to the institutions and/or persons designated on
payment instructions, to be delivered separately.
IN WITNESS WHEREOF, the undersigned have executed this Account Designation
Notice as of the day and year first above written.
BRAVO BRIO RESTAURANT GROUP, INC.,
an Ohio corporation
By:_______________________________
Name:
Title:
Exhibit 1.1(b)
[FORM OF]
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the "Assignment and Assumption") is dated as of
the date set forth below (the "Transfer Effective Date") and is entered into by
and between [the] [each] Assignor identified in item 1 below ([the] [each, an]
"Assignor") and [the] [each] 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] hereunder are several and not joint.]2
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 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