Bank
$
50,000,000
$
10,400,000
$
15,000,000
$
75,400,000
U.S. Bank National Association
$
50,000,000
$
7,500,000
$
15,000,000
$
72,500,000
Citibank, N.A.
$
37,500,000
$
7,500,000
$
0
$
45,000,000
Credit Suisse AG, Cayman Islands Branch
$
37,500,000
$
7,500,000
$
0
$
45,000,000
Goldman Sachs Bank USA
$
37,500,000
$
7,500,000
$
0
$
45,000,000
Morgan Stanley Bank, N.A.
$
37,500,000
$
0
$
0
$
37,500,000
Raymond James Bank, N.A.
$
37,500,000
$
5,700,000
$
0
$
43,200,000
JPMorgan Chase Bank, N.A.
$
37,500,000
$
0
$
0
$
37,500,000
Total:
$
600,000,000
$
100,000,000
$
100,000,000
$
800,000,000
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
[Revolving][Term Loan] Lender][their respective capacities as [Revolving][Term
Loan] 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, swingline
loans and] guarantees 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 claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights