Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for all Lenders12 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the other Loan Parties and/or their Related Parties and/or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [and an Issuing Bank and a Swingline Lender] By: Title: [Consented to:]3 2 Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Issuing Banks and the Swingline Lenders is required by the terms of the Credit Agreement. [OTHER ISSUING BANKS AND SWINGLINE LENDERS] [Consented to:]4 FISERV, INC. By: Title: 4 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION
Assigned Interest. Facility Assigned Aggregate Amount of Commitment for all Lenders1 Amount of Commitment Assigned* Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner _________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption
Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by Title: Consented to: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION
Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans $ $ %
Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders* Amount of Commitment/Loans Assigned* Percentage Assigned of Commitment/Loans1 ____________ $ $ _______% ____________ $ $ _______% ____________ $ $ _______%
Assigned Interest. Assignor[s] Assignee[s] Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans CUSIP Number $ $ % $ $ % $ $ %
Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % Effective Date: ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:
Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ $ $ $ $ $ $ $ Trade Date: 3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:] AON CORPORATION By: Title: Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT
