Common use of Assigned Interest Clause in Contracts

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % Effective Date: _____________ ___, 201__ [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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: [NAME OF RELEVANT PARTY] By Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Construction Loan Commitment/ Construction Loans for all Lenders2 Amount of Construction Loan Commitment/ Construction Loans Assigned Percentage Assigned of Construction Loan Commitment/ Construction Loans3 Aggregate Amount of Term Loan Commitment/ Term Loans for all Lenders Amount of Commitment/Term Loan Commitment/ Term Loans Assigned Percentage Assigned of Commitment/Loans2 Term Loan Commitment/ Term Loans4 $ $ % $ $ % Effective Date: _________, 20____ ___The Assignee, 201__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee if it shall not be a Lender, agrees to deliver to the Administrative Agent a completed administrative questionnaire questionnaire, in the form supplied by the Administrative Agent, 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 Borrower and its Affiliates and their Affiliates 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 federal and state securities laws. 1 Fill 2 NTD: Construction Loan Commitments/Construction Loans must be assigned in appropriate terminology for an amount equal to the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”)Commitments/Term Loans. 2 3 NTD: Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to4 NTD: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented Set forth, to and] 3 Accepted: JPMORGAN CHASE BANK, N.A.at least 9 decimals, as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: [NAME OF RELEVANT PARTY] By Title: 3 To be added only if the consent a percentage of the Administrative Agent is required by the terms Commitment/Loans of the Credit Agreementall Lenders thereunder.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 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 Administrative Questionnaire in which the Assignee designates one on or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerCompany, the Loan Parties and their Affiliates 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Loan Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and] 3 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent, By Name: Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Titleto: [NAME OF RELEVANT PARTY] By Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.By—

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans Revolving Credit Exposure for all Lenders Amount of Commitment/Loans Revolving Credit Exposure Assigned Percentage Assigned of Commitment/Loans2 Revolving Credit Exposure3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 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 Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties its Subsidiaries and its and their Affiliates 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. 1 Fill The terms set forth in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to[Consented to and]4 Accepted: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 Accepted: JPMORGAN CHASE BANK, N.A.ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: to:]5 [NAME OF RELEVANT PARTY] By Title: 3 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 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 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 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 federal and state securities laws. 1 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By__________________________________ Title: [NAME OF ASSIGNEE] By__________________________________ Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Dollar Revolving Commitment”, Credit Sub -Commitment” or “Incremental Term Loan Multicurrency Revolving Credit Sub-Commitment”). 2 3 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Lender and Swingline Lender By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. TELEFLEX INCORPORATED By Title: [NAME OF RELEVANT PARTY] By Title: 3 4 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 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 Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Credit Parties and their Affiliates 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and] 3 and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: [NAME OF RELEVANT PARTY] By Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 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 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 other Loan Parties and their Affiliates 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By and Issuing Bank By: Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO.to:]3 VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. By By: Title: [NAME OF RELEVANT PARTY] By Title: 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 Administrative Agent Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ __________, 20120___ [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 Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates 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. 1 Fill The terms set forth in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 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 LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to[Consented to and]3 Accepted: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] ADMINISTRATIVE AGENT], as Administrative Agent By: Title: [Consented to and] 3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: [NAME OF RELEVANT PARTY] By By: Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Term Loan Commitment / Term Loans for all Lenders Amount of Commitment/Term Loan Commitment / Term Loans Assigned Percentage of Assigned of Commitment/Loans2 Term Loan Commitment / Term Loans 2 $ $ % $ $ % $ $ % Effective Date: _____________ ____, 20120___ [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 designation of one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and]3 Accepted: JPMORGAN CHASE BANK2 Set forth, N.A.to at least 9 decimals, as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INCa percentage of the Term Loan Commitment / Term Loans of all Lenders thereunder. By Title: [NAME OF RELEVANT PARTY] By Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. Administrative Agent By Title:

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 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 Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties its Affiliates and their Affiliates 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. 1 Fill The terms set forth in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: to:]5 [NAME OF RELEVANT PARTY] By Title: 3 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed administrative questionnaire 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 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and]3 Accepted: JPMORGAN CHASE BANK, N.A.KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO.2 Set forth, INCto at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By Title: [NAME OF RELEVANT PARTY] By Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Loan Agreement. By Title: [Consented to: [THE ▇▇▇▇▇▇ COMPANIES, INC., as Borrower By Title:]]4 4 To be added only if the consent of the Borrower is required by the terms of the Loan Agreement. ANNEX I

Assigned Interest. 1 Select as applicable. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 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 Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Borrower and its Related 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: By Title: [NAME OF ASSIGNEE] By: By Title: [Consented to and] 3 and Accepted: JPMORGAN CHASE BANKCREDIT SUISSE AG, N.A.CAYMAN ISLANDS BRANCH, as Administrative Agent By Title: By Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Agreement (e.g., “Initial Term Commitment”, “Incremental Term Commitment”, etc.). 3 Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:]4 MSC INDUSTRIAL DIRECT CO.[UGI ENERGY SERVICES, INC. By Title: [NAME OF RELEVANT PARTYLLC] By Title: 3 4 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 ​ $ $ % ​ $ $ % ​ $ $ % ​ Effective Date: ______________ ___, 20120___ [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 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 other Loan Parties and their Affiliates 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. 1 [Signatures to follow] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., e.g. “Revolving Commitment,” “Term Loans”, “Incremental Term Loan Commitment”). 2 ) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ​ [NAME OF ASSIGNOR] By​ ​ By:​ ​​ ​​ ​​ ​​ ​ Name: Title: ​ ​ ​ [NAME OF ASSIGNEE] By​ ​ By:​ ​​ ​​ ​​ ​​ ​ Name: Title: ​ [Consented to and] 3 and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By ​ By:​ ​​ ​​ ​​ ​​ ​​ ​ Name: Title: ​ [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: to:]5 [NAME OF RELEVANT PARTY] By ​ By:​ ​​ ​​ ​​ ​​ ​​ ​ Name: Title: 3 ​ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 Loans 2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20120___ [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 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 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By and Issuing Bank By: Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By to:] 3 INFORMATICA CORPORATION By: Title: [NAME OF RELEVANT PARTY] By Title: ____________________ 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 Administrative Agent Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20120___ [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 Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s 's compliance procedures and applicable lawsApplicable Law, including Federal and state securities laws. 1 The terms set forth in this Assignment and Assumption are hereby agreed to: By: Name _________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “e.g. "Revolving Commitment”, “Incremental Term Loan Commitment”"). 2 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT COLenders thereunder., INC. By Title: [NAME OF RELEVANT PARTY] By Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans29 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 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 Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerU.S. Parent, the other Loan Parties and their Affiliates 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented 29 Set forth, to and] 3 at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent, Issuing Bank and Swingline Lender By: Title: Consented to: IPSCO TUBULARS INC., as Borrower Representative By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: [NAME OF RELEVANT PARTY] By Title: 3 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. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/Term Loans for all Lenders Amount of Commitment/Term Loans Assigned Percentage Assigned of Commitment/Loans2 Term Loans3 $ $ % $ $ % Effective Date: _____________ ___, 201__ 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 (or has delivered) to the Administrative Agent (a) a completed administrative questionnaire 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 Borrowers and their Affiliates 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 lawslaws and (b) all tax forms required by Section 3.4 of the Credit Agreement. 1 Fill in appropriate terminology for The Assignee agrees to hold such information confidential to the types extent required by Sections 10.9 and 13.2 of facilities the Credit Agreement. [The Assignee has paid (or shall concurrently with the execution of this Assignment and Assumption pay) the processing and recordation fee of $3,500 to the Administrative Agent]. For the purposes of Article 1278 of the Belgian Civil Code, it is confirmed that the rights and prerogatives under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage Belgian Collateral Documents shall be maintained in favour of the Commitment/Loans of all LendersAssignee and the remaining Secured Parties. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Term Loans”) 3 Set forth, to at least 9 decimals, as a percentage of the Term Loans of all Lenders thereunder. [Consented to and] 3 and]4 Accepted: JPMORGAN CHASE BANK, N.A.GLAS USA LLC, as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO.to:]5 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC. INCORPORATED By Title: [NAME OF RELEVANT PARTY] By Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. Facility Assigned1 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Bridge Facility $ $ % Bridge Facility $ $ % Effective Date: _____________ ___, 201__ 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 (or has delivered) to the Administrative Agent a completed administrative questionnaire 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 Company and its Related 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. 1 Fill in appropriate terminology for The Assignee agrees to hold such information confidential to the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage extent required by Sections 10.9 and 13.2 of the Commitment/Loans of all LendersBridge Credit Agreement. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and] 3 and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO.DIEBOLD, INC. By Title: [NAME OF RELEVANT PARTY] INCORPORATED By Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Bridge Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 A. $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 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. 1 The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Title: NAME OF ASSIGNEE By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., e.g. “Revolving Commitment”, ,” “Incremental Tranche A Term Loan Commitment,” “Tranche B Term Commitment”). 2 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO.to:]5 AV HOMES, INC. By Title: [NAME OF ANY OTHER RELEVANT PARTY] By Title: 3 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 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 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 BorrowerBorrowers, the Loan Parties and their Affiliates 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Dollar Tranche Commitment”, “Term Loan Commitment” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and] 3 and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent, Issuing Bank and Swingline Lender By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO.to:]5 LIFETIME BRANDS, INC. By Title: [NAME OF RELEVANT PARTY] By Title: 3 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Company and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 CUSIP Number $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20120___ [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 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 BorrowerCompany, the Loan its respective Related Parties and their Affiliates or their its 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 federal and state securities laws. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. 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] 3 and Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By Agent, an Issuing Bank and Swingline Lender 2 Set forth, so at least 9 decimals, as percentage of the Commitment/Loans of all Lenders thereunder. By: Title: [Insert other Issuing Banks] [Consented to:]4 MSC INDUSTRIAL DIRECT CO.to:]3 ILLUMINA, INC. By TitleBy: [NAME OF RELEVANT PARTY] By Title: 3 To be added only if the consent of the Administrative Agent Company is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20120___ [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 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 other Loan Parties and their Affiliates 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Agent, Issuing Bank and Swingline Lender By: Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By to:]3 TIMKENSTEEL CORPORATION By: Title: [NAME OF RELEVANT PARTY] By Title: 2 Set forth, to 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 Administrative Agent Borrower is required by the terms of the Credit Agreement.. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ [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: NAME OF ASSIGNOR By: Title: NAME OF ASSIGNEE By: Title: 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., e.g. “Revolving Commitment”, ,” or “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and]3 Accepted: [JPMORGAN CHASE BANK, N.A.], as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO[COTY INC., INC. ] By Title: [NAME OF ANY OTHER RELEVANT PARTY] PARTY]5 By Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 (1) $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 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. 1 The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Title: NAME OF ASSIGNEE By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., e.g. “Revolving Commitment”, ,” “Incremental Tranche A Term Loan Commitment,” “Tranche B Term Commitment”). 2 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO.to:]5 AV HOMES, INC. By Title: [NAME OF ANY OTHER RELEVANT PARTY] By Title: 3 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Term Loan Commitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loans Commitment/Loans2 $ Term Loans 3 CAD $ % CAD $ % CAD $ % Effective Date: _____________ ___, 201__ 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 Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the other Loan Parties] and [its] [their] Related 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and] 3 and]4 Accepted: JPMORGAN CHASE BANK, N.A.[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By By: Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO.to:]5 HEALTH CARE REIT, INC. By By: Title: [NAME OF RELEVANT PARTY] By Title: 3 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Loan Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Revolving Loans for all Lenders Amount of Commitment/Commitment/ Revolving Loans Assigned Percentage Assigned of Commitment/Revolving Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and] 3 and]3 Accepted: JPMORGAN CHASE BANK2 Set forth, N.A.to at least 9 decimals, as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INCa percentage of the Commitment/Loans of all Lenders thereunder. By Title: [NAME OF RELEVANT PARTY] By Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to:]4 [ISSUING BANK] By: Name: Title: [Consented to:]5 MARATHON PETROLEUM CORPORATION By: Name: Title: 4 To be added only if the consent of an Issuing Bank is required by the terms of the Credit Agreement (in which case, create a separate signature block for each Issuing Bank).

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20120__ [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 '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: NAME OF ASSIGNOR By: Name: Title: NAME OF ASSIGNEE By: Name: Title: 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “e.g. "Revolving Commitment”, “Incremental ," "Tranche A Term Loan Commitment”," "Tranche B Term Commitment"). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Name: Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO.WORLD WRESTLING ENTERTAINMENT, INC. By Name: Title: [NAME OF ANY OTHER RELEVANT PARTY] By Name: Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned Aggregate Amount of CommitmentCommitment Amounts/Loans for all Lenders Amount of CommitmentCommitment Amount/Loans Assigned Percentage Assigned of Commitment/Loans2 Revolving Loan $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 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 Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties Borrower and their Affiliates 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and] 3 and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By By: Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: [NAME OF RELEVANT PARTY] By By: Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Initial Term Loans $ $ % Delayed Draw Term Loans $ $ % Effective Date: :_____________ ___, 20120__ [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 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 securitiesinformation) 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. US-DOCS\155550218.16 Name: Title: [Consented to and] 3 and]3 Accepted: JPMORGAN CHASE BANKWILMINGTON TRUST, N.A.NATIONAL ASSOCIATION, as Administrative Agent By By: Name: Title: [Consented to:]4 MSC INDUSTRIAL DIRECT COto: DROPBOX, INC., INC. By Titleas Borrower By: [NAME OF RELEVANT PARTY] By TitleName: Title:]4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % Effective Date: _____________ ___, 201__ 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 (or has delivered) to the Administrative Agent a completed administrative questionnaire 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 Borrowers and their Affiliates 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. 1 Fill in appropriate terminology for The Assignee agrees to hold such information confidential to the types extent required by Sections 10.9 and 13.2 of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersAgreement. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and] 3 and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent, Swing Lender and Issuer By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO.to:]5 ▇▇▇▇▇▇▇, INC. INCORPORATED By Title: [NAME OF RELEVANT PARTY] By Title: 3 4 To be added only if the consent of the Administrative Agent Agent, Swing Lender or Issuer is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Company is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % Effective Date: _____________ ___, 20120___ [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 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 Borrower Group Entities and their Affiliates related parties or 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and] 3 and]3 Accepted: JPMORGAN CHASE PEOPLE’S UNITED BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By Title: Name: [Consented to:]4 MSC INDUSTRIAL DIRECT CO.to and]4 Accepted: POSTAL REALTY LP, INC. By a Delaware limited partnership Title: [NAME OF RELEVANT PARTY] By TitleName: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 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 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 Borrower and their Affiliates its Subsidiaries 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 federal and state securities laws. 1 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 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., e.g. “Revolving Credit Commitment”, ,” “Incremental A-1 Term Loan Commitment”). 2 ,” “A-2 Term Loan Commitment” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and]4 Accepted: JPMORGAN CHASE BANK[BANK OF AMERICA, N.A.], as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: to:]5 [NAME OF RELEVANT PARTY] By Title: 3 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20120___ [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 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 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 federal and state securities laws. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By and an Issuing Bank and Swingline Lender By: Title: [OTHER ISSUING BANKS] 2 Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:]4 MSC INDUSTRIAL DIRECT CO.to:]3 SPROUTS FARMERS MARKETS HOLDINGS, INC. By TitleLLC By: [NAME OF RELEVANT PARTY] By Title: 3 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.. ANNEX I

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20120___ [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 Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerCompany, the other Loan Parties and their Affiliates 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. 1 Fill The terms set forth in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 and Assumption are hereby agreed to: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Agent, an Issuing Bank and Swingline Lender Title: [__________], as an Issuing Bank By: Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By to:]3 By: Title: [NAME OF RELEVANT PARTY] By Title: 3 1 To be added only if the consent of the Administrative Agent Borrower Representative is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: :_____________ ___, 20120___ [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 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 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 federal and state securities laws. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and] 3 and]3 Accepted: JPMORGAN CHASE BANK, N.A.Alter Domus (US) LLC, as Administrative Agent By By: Name: Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: [NAME OF RELEVANT PARTY] By By: Name: Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20120___ [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 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 Borrower and its Related 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Commitment”, “Incremental Term Loan”, etc.). 3 Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and] 3 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By TitleBy: Title:]1 [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Titleto: [NAME OF RELEVANT PARTY] By TitleBy: 3 Title:]2 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % Commitment Loans1 Revolving Facility $ $ % Effective Date: _____________ ___, 201__ 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 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 securitiesinformation) 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. 1 Fill The terms set forth in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g.and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: CONSENTED TO AND ACCEPTED: ▇▇▇▇▇▇▇ SACHS BANK USA, “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 as Administrative Agent 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed toBy: Name: Title: CONSENTED TO: [NAME OF ASSIGNORISSUING BANK] By: Name: Title: [NAME OF ASSIGNEE] ByCONSENTED TO: Title: [Consented to and] 3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO.SQUARE, INC. By TitleBy: [NAME OF RELEVANT PARTY] By TitleName: 3 Title:]2 2 To be added only if the consent of the Administrative Agent Company is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20120___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, unless the Assignee is a Lender, agrees to deliver to the Administrative Agent a completed administrative questionnaire 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 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and] 3 Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent By Title: By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Titleto and] Accepted: [NAME OF RELEVANT PARTY] ], as Borrower, By Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.By Title:

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 (1) Select as applicable. $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 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 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 BorrowerCompany, the other Loan Parties and their Affiliates 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented : (2) Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” etc.). (3) Set forth, to and] 3 Accepted: at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. JPMORGAN CHASE BANK, N.A., as [Administrative Agent Agent, Issuing Bank and Swingline Lender] By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: to:](5) [NAME OF RELEVANT PARTY] By Title: 3 : (4) To be added only if the consent of the Administrative Agent Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement. (5) To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned1 Aggregate Amount of Revolving Commitment/Loans for all Lenders Amount of Revolving Commitment/Loans Assigned Percentage Assigned of Revolving Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20120___ [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 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 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 federal and state securities laws. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: By Title: [NAME OF ASSIGNEE] By: By Title: [3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ACTIVE/94653893.4 Consented to and] 3 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [and an Issuing Bank and Swingline Lender]4 By Title: [OTHER ISSUING BANKS]5 [Consented to:]4 MSC INDUSTRIAL DIRECT CO.to:]6 TPI COMPOSITES, INC. By Title: [NAME OF RELEVANT PARTY] By Title: 3 4 To be added only if the consent of the Administrative Agent Issuing Banks and/or the Swingline Lender is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Lender Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ [ ] $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT COLUMN FINANCIAL, INC., AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent Lender a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Borrower and its Related 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and] 3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: to:]3 [NAME OF RELEVANT PARTY] By By: Name: Title: 3 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned Aggregate Amount of Commitment/Loans for all Lenders Banks Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 3 $ $ % $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Term Loan Commitment”, etc.) The same percentage of each facility owned by the Assignor shall be assigned to the Assignee. Effective Date: _____________ ___, 201__ 201 [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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. THEREFOR.]4 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and] 3 and]5 Accepted: JPMORGAN CHASE PNC BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By By: Name: Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC4 Assignor shall pay a fee of $3,500 to the Administrative Agent in connection with the Assignment. By Title: [NAME OF RELEVANT PARTY] By Title: 3 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. [Consented to:]6 FEDERATED INVESTORS, INC. By: Name: Title: 6 To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Lender Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ [ ] $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT COLUMN FINANCIAL, INC., AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent Lender a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Borrower and its Related 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. 1 Fill The terms set forth in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: to:]3 [NAME OF RELEVANT PARTY] By By: Name: Title: 3 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.Agreement ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Term Loan Commitment / Term Loans for all Lenders Amount of Commitment/Term Loan Commitment / Term Loans Assigned Percentage of Assigned of Commitment/Loans2 Term Loan Commitment / Term Loans 2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20120___ [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 designation of one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment / Term Loans of all Lenders thereunder. [Consented to and] 3 and]3 Accepted: JPMORGAN CHASE BANK, N.A.NEDBANK LIMITED, as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: [NAME OF RELEVANT PARTY] By Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/Loans Advances for all Lenders Amount of Commitment/Loans Advances Assigned Percentage Assigned of Commitment/Loans2 Advances3 $ $ % $ $ % Effective $ $ % Assignment Date: _____________ ___, 201__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE ASSIGNMENT DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire 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 Borrower and their Affiliates 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 U.S. Federal and state securities laws. 1 The terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., 2 Fill in the appropriate terminology for the types Class of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Tranche 1 Commitment”, “Incremental Term Loan Tranche 2 Commitment”, “Tranche 1 Advance”, “Tranche 2 Advance”, etc.). 2 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Advances of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: [NAME OF RELEVANT PARTY] By Title: 3 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. as Administrative Agent By: Name: Title: [Consented to:]5 ▇▇▇▇▇’▇ CORPORATION By: Name: Title: 5 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 [7. Trade Date: ]1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Commitment/ Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 201 [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 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 Borrower and its Related 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 federal and state securities laws. 1 Fill in appropriate terminology for To be completed if the types Assignor and the Assignee intend that the minimum assignment amount is to be determined as of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”)Trade Date. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 Acceptedand*]Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By By: Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO.to:*] ASSURANT, INC. By By: Title: [NAME OF RELEVANT PARTY] By Title: 3 To be added only * Only if the consent required pursuant to Section 8.1A of the Administrative Agent is required by the terms of the Credit Term Loan Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % Revolving Credit $ $ % Effective Date: _____________ ___, 20120___ [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 Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Credit Parties and their Affiliates 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and]3 Accepted: JPMORGAN CHASE BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO.and Issuing Bank 2 Set forth, INCto at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By Title: [NAME OF RELEVANT PARTY] By Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. By Title: [Consented to:]4 SELECT COMFORT CORPORATION By Title: 4 To be added only if the consent of the Company is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed administrative questionnaire 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 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. 1 Fill The terms set forth in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 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 LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and]3 Accepted: JPMORGAN CHASE PNC BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT COto: [THE ▇▇▇▇▇▇ COMPANIES, INC., INC. as Borrower By Title: [NAME OF RELEVANT PARTY] By Title: Title:]4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 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 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 BorrowerCompany, the other Loan Parties and and/or their Affiliates or 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 federal and state securities laws. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By [and an Issuing Bank and a Swingline Lender] By: Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO.to:]3 2 Set forth, INCso at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By Title: [NAME OF RELEVANT PARTY] By Title: 3 To be added only if the consent of the Administrative Agent 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.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans Advances for all Lenders Banks Amount of Commitment/Loans Advances Assigned Percentage Assigned of Commitment/Loans2 Advances Assigned2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 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 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 Guarantor and their Affiliates affiliates and their 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Advances of all Banks thereunder. [Consented to and] 3 Accepted: JPMORGAN CHASE BANK, N.A.and Accepted:]3 ▇.▇. ▇▇▇▇▇▇ EUROPE LIMITED, as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO.▇▇▇▇▇▇ HEALTHCARE SA, INC. as Borrower By Title: [NAME OF RELEVANT PARTY] ▇▇▇▇▇▇ WORLD TRADE SPRL, as Borrower By Title: 3 To be added only if the consent of the Administrative Agent is If required by the terms of the Credit Agreement. 4 If required by the terms of the Credit Agreement and so long as no Event of Default has occurred and is continuing.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 201 [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 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 BorrowerBorrowers, the other Loan Parties and their Affiliates 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and] 3 and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [and an Issuing Bank]5 By Title: Consented to: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., ▇▇▇▇▇▇ RUBBERMAID INC. By Title: Title:]6 [[NAME OF RELEVANT PARTYISSUING BANK] as an Issuing Bank By Title: 3 Title:]7 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 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 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 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By an Issuing Bank and Swingline Lender By: Title: [OTHER ISSUING BANKS] 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:]4 MSC INDUSTRIAL DIRECT CO.to:] 3 NETAPP, INC. By TitleBy: [NAME OF RELEVANT PARTY] By Title: 3 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20120__ [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. 1 Fill The terms set forth in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Name: Title: NAME OF ASSIGNEE By: Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to[Consented to and]3 Accepted: FBR CAPITAL MARKETS LT, INC., as Administrative Agent By: Name: Title: [Consented to:]4 [NAME OF ASSIGNORBORROWER] By: Name: Title: [NAME OF ASSIGNEEANY OTHER RELEVANT PARTY] By: TitleName: [Consented to and] 3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: [NAME OF RELEVANT PARTY] By Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20120___ [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 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 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 federal and state securities laws. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and] 3 and]3 Accepted: JPMORGAN CHASE BANK, N.A., as AS Administrative Agent By Agent[, Issuing Bank and Swingline Lender] By: Name: Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: [NAME OF RELEVANT PARTY] By By: Name: Title: 3 To be added only if the consent of the Administrative Agent Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 201__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed administrative questionnaire 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 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. 1 Fill The terms set forth in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g.and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]3 Accepted: KEYBANK NATIONAL ASSOCIATION, “Revolving Commitment”, “Incremental Term Loan Commitment”). as Administrative Agent 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and] 3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: [NAME OF RELEVANT PARTY] By Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Loan Agreement. By Title: [Consented to: [THE ▇▇▇▇▇▇ COMPANIES, INC., as Borrower By Title:]]4 4 To be added only if the consent of the Borrower is required by the terms of the Loan Agreement. ANNEX I

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20120___ [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 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 Credit Parties and their Affiliates 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: _____________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment” and “Term B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and] 3 and]4 Accepted: JPMORGAN CHASE BANK, N.A.[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: to:]5 [NAME OF RELEVANT PARTY] By Title: 3 _____________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 1 Select as applicable. Aggregate Amount of Amount of Commitment/Loans Commitment/Loans Percentage Assigned of for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % Effective Date: _____________ ___, 201__ [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 BorrowerBorrowers, 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. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [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] 3 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: Consented to: [Consented to:]4 MSC INDUSTRIAL DIRECT CO.▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ CORPORATION, INC. as Parent Borrower By Title: Title:]3 [NAME OF RELEVANT PARTY] ISSUING BANK], as Issuing Bank By Title: 3 To be added only if the consent of the Administrative Agent Parent Borrower is required by the terms Section 10.04(b)(i)(A) of the Credit Agreement.