B
Term Loans
as of the
Effective
Date
Revolving
Commitment
and Term
Loans
Wells Fargo Bank, National Association
$
43,000,000
$
40,000,000
$
37,000,000
$
120,000,000
JPMorgan Chase Bank, N.A.
$
43,000,000
$
40,000,000
$
37,000,000
$
120,000,000
U.S. Bank National Association
$
43,000,000
$
40,000,000
$
37,000,000
$
120,000,000
PNC Bank, National Association
$
43,000,000
$
40,000,000
$
37,000,000
$
120,000,000
Fifth Third Bank, an Ohio Banking Corporation
$
31,000,000
$
31,500,000
$
25,000,000
$
87,500,000
Capital One, National Association
$
31,000,000
$
31,500,000
$
25,000,000
$
87,500,000
Bank of America, N.A.
$
30,000,000
$
0
$
35,000,000
$
65,000,000
BMO Harris Bank N.A.
$
22,000,000
$
25,000,000
$
18,000,000
$
65,000,000
Regions Bank
$
22,000,000
$
25,000,000
$
18,000,000
$
65,000,000
Associated Bank, National Association
$
10,000,000
$
20,000,000
$
0
$
30,000,000
First Tennessee Bank
$
7,000,000
$
7,000,000
$
6,000,000
$
20,000,000
TOTAL
$
325,000,000
$
300,000,000
$
275,000,000
$
900,000,000
EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Assignment and Assumption") 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 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] [any]
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