which any offer(s) are accepted, in whole or in part.
Very truly yours,
[NAME OF LENDER]
Dated:
By:
Authorized Officer
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EXHIBIT E
[Reserved]
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EXHIBIT F
[Reserved]
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EXHIBIT G
[FORM OF] ASSIGNMENT AND ASSUMPTION AGREEMENT
AGREEMENT dated as of _________, ____ among [ASSIGNOR] (the "Assignor"),
[ASSIGNEE] (the "Assignee"), ROCKWELL COLLINS, INC. (the "Company") and JPMORGAN
CHASE BANK, N.A., as Agent (the "Agent").
W I T N E S S E T H
WHEREAS, this Assignment and Assumption Agreement (the "Agreement") relates to
the Five-Year Credit Agreement dated as of December 16, 2016 among the Company,
the Assignor and the other Lenders party thereto, as Lenders, and the Agent (as
the same may be amended from time to time, the "Credit Agreement");
WHEREAS, as provided under the Credit Agreement, the Assignor has a Commitment
to make Loans to the Company and purchase participations in Letters of Credit in
an aggregate principal amount at any time outstanding not to exceed $__________;
WHEREAS, Committed Loans made to the Company by the Assignor under the Credit
Agreement in the aggregate principal amount of $__________ are outstanding at
the date hereof;
WHEREAS, the Assignor has Letter of Credit Liabilities in an aggregate amount of
$__________ under the Credit Agreement at the date hereof; [and]
[WHEREAS, Competitive Bid Loans made to the Company by the Assignor under the
Credit Agreement in the aggregate principal amount of $___________ are
outstanding at the date hereof; and]
WHEREAS, the Assignor proposes to assign to the Assignee all of the rights of
the Assignor under the Credit Agreement in respect of a portion of its
Commitment thereunder in an amount equal to $__________, together with a
corresponding portion of its outstanding Committed Loans and Letter of Credit
Liabilities [and $________ of its outstanding Competitive Bid Loans] (the
"Assigned Competitive Bid Loans") (collectively, the "Assigned Amount"), and the
Assignee proposes to accept assignment of such rights and assume the
corresponding obligations from the Assignor on such terms;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:
SECTION 1.
Definitions. All capitalized terms not otherwise defined herein
shall have the respective meanings set forth in the Credit Agreement.
SECTION 2.
Assignment.
The Assignor hereby assigns and sells to the Assignee
all of the rights of the Assignor under the Credit Agreement to the extent of
the Assigned Amount, and the Assignee hereby accepts such assignment from the
Assignor and assumes all of the obligations of the Assignor under the Credit
Agreement to the
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extent of the Assigned Amount, including the purchase from the Assignor of the
corresponding portion of each of its outstanding Committed Loans and Letter of
Credit Liabilities [and the Assigned Competitive Bid Loans] at the date hereof.
Upon the execution and delivery hereof by the Assignor, the Assignee, the
Company and the Agent and the payment of the amounts specified in Section 3
required to be paid on the date hereof (i)