to the Amended
and Restated Five Year Credit Agreement, dated as of April 2, 2012 (as amended
or modified from time to time, the "Credit Agreement", the terms defined therein
being used herein as therein defined), among the undersigned, certain Lenders
parties thereto, and Citibank, N.A., as Agent for said Lenders, and hereby gives
you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that
the undersigned hereby requests a Swing Line Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to
such Swing Line Borrowing (the "Proposed Swing Line Borrowing") as required by
Section 2.02(a) of the Credit Agreement:
(i) The Business Day of the Proposed Swing Line Borrowing is
_______________.
(ii) The Type of Advances comprising the Proposed Revolving Credit
Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances].
(iii) The aggregate amount of the Proposed Swing Line Borrowing is
[$__________] [€__________].
(iv) The initial Interest Period for each Eurocurrency Rate Advance
made as part of the Proposed Swing Line Borrowing is _____ day[s].
The undersigned hereby certifies that the conditions
precedent to this Swing Line Borrowing set forth in Section 3.03 of the Credit
Agreement have been satisfied and the applicable statements contained therein
are true on the date hereof, and will be true on the date of the Proposed Swing
Line Borrowing.
Very truly yours,
[NAME OF BORROWER]
By
Name:
Title:
2
EXHIBIT C - FORM OF
ASSIGNMENT AND ASSUMPTION
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (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 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]