THE EXTENT OF THE INTEREST ASSIGNED PURSUANT TO THIS ASSIGNMENT
AGREEMENT, RELINQUISH ITS RIGHTS AND BE RELEASED FROM ITS OBLIGATIONS UNDER THE
LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS.
23.
UPON RECORDING BY THE AGENT, FROM AND AFTER THE SETTLEMENT DATE, THE AGENT
SHALL MAKE ALL PAYMENTS UNDER THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS IN
RESPECT OF THE INTEREST ASSIGNED HEREBY (INCLUDING, WITHOUT LIMITATION, ALL
PAYMENTS OR PRINCIPAL, INTEREST AND COMMITMENT FEES (IF APPLICABLE) WITH RESPECT
THERETO) TO THE ASSIGNEE.
UPON THE
90
SETTLEMENT DATE, THE ASSIGNEE SHALL PAY TO THE ASSIGNOR THE ASSIGNED SHARE (AS
SET FORTH IN ITEM 4.B OF ANNEX I) OF THE PRINCIPAL AMOUNT OF ANY OUTSTANDING
LOANS UNDER THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS.
THE ASSIGNOR AND
ASSIGNEE SHALL MAKE ALL APPROPRIATE ADJUSTMENTS IN PAYMENTS UNDER THE LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS FOR PERIODS PRIOR TO THE SETTLEMENT DATE
DIRECTLY BETWEEN THEMSELVES ON THE SETTLEMENT DATE.
THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF
.
[Remainder of page left intentionally blank.]
91
IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement and
Annex I hereto to be executed by their respective officers thereunto duly
authorized, as of the first date above written.
[NAME OF ASSIGNOR]
as Assignor
By:
Title:
[NAME OF ASSIGNEE]
as Assignee
By:
Title:
ACCEPTED THIS
DAY OF
, 20
.
CENTURY BUSINESS CREDIT CORPORATION
AS COLLATERAL AGENT
By:
Title:
92
ANNEX FOR ASSIGNMENT AND ACCEPTANCE
ANNEX I
1.
Borrower:
2.
Name and Date of Loan Agreement:
Loan and Security Agreement, dated as of
,
among Borrower, the lenders signatory thereto as the Lenders, Wells Fargo Bank,
N.A., as agent, and Century Business Credit Corporation, as collateral agent.
3.
Date of Assignment Agreement:
4.
Amounts:
a.
Assignor's Commitment
$
b.
Assigned Share of Commitment
%
c.
Assigned Amount of Commitment
$
d.
Resulting Amount of Assignor's Commitment after giving effect to the sale and
Assignment to Assignee
$
e.
Assignor's Resulting Share of Commitment after giving effect to the Assignment
to Assignee
%
5.
Settlement Date:
6.
Notice and Payment Instructions, etc.
Assignee:
Assignor:
7.
Agreed and Accepted:
[ASSIGNOR]
[ASSIGNEE]
By:
By:
Title:
Title:
93
Accepted:
CENTURY BUSINESS CREDIT CORPORATION,
as Collateral Agent
By:
Title:
94
[Agented]
EXHIBIT C-1
(Form of Compliance Certificate)
[on Borrower's letterhead]
To:
Century Business Credit Corporation
333 South Grand Avenue, Suite 4150
Los Angeles, CA 90071
Attn:
Martin Eckstein
Re:
Compliance Certificate dated
Ladies and Gentlemen:
Reference is made to that certain Loan and Security Agreement, dated as of
(the "Loan Agreement") among CUTTER
& BUCK INC., a Washington corporation ("Borrower"), the lenders signatory
thereto (the "Lenders"), WELLS FARGO BANK, N.A., as agent, and CENTURY BUSINESS
CREDIT CORPORATION, as collateral agent for the Lenders ("Collateral Agent").
Capitalized terms used in this Compliance Certificate have the meanings set
forth in the Loan Agreement unless specifically defined herein.
Pursuant to Section 6.3 of the Loan