dated August 10, 2011, 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 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.
The following administrative details apply to Assignee:
A-8
(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-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:
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Agent
By:
Title:
A-10
EXHIBIT B
TO
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Form of Borrowing Base Certificate
See attached.
B-1
EXHIBIT C
TO
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Form of Compliance Certificate
COMPLIANCE CERTIFICATE
To Wells Fargo Bank, National Association
One Boston Place, 19th Floor
Boston, Massachusetts 02108
Ladies and Gentlemen:
Each of the undersigned hereby certifies to you pursuant to Section 9.6(a) of
the Loan Agreement (as defined below) as follows:
1.
HE/SHE IS THE DULY ELECTED CHIEF FINANCIAL OFFICER OR OTHER
ELECTED OFFICER ACCEPTABLE TO AGENT (AS DEFINED BELOW) OF EACH BORROWER (AS
DEFINED BELOW) WITH RESPECT TO WHICH SUCH PERSON HAS EXECUTED THIS DOCUMENT.
CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION SHALL HAVE THE MEANINGS GIVEN
TO SUCH TERMS IN THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT,
DATED AUGUST 10, 2011 (AS THE NOW EXISTS OR MAY HEREAFTER BE AMENDED, MODIFIED,
SUPPLEMENTED, EXTENDED, RENEWED,