Common use of Assigned Interest Clause in Contracts

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for all Lenders12 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 1 Select as applicable. Aggregate Amount of Amount of Commitment/Loans for all Lenders12 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number for all Lenders Assigned Commitment/Loans2 $ $ % $ $ % Effective Date: _______________, 201_ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately The Assignee agrees to deliver to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as Administrative Agent a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and administrative questionnaire in which the Assignee intend that designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the minimum assignment amount is to Borrowers, the Loan Parties and their Affiliates or their respective securities) will be determined as of made available and who may receive such information in accordance with the Trade DateAssignee’s compliance procedures and applicable laws, including Federal and state securities laws. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: 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 Lenders. Consented to and]15 and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: By Title: Consented to: [Consented to J. CREW GROUPXXXX XXXXX XXXXXX CORPORATION, INC. By: Name: as Parent Borrower By Title:]3 [NAME OF ISSUING BANK], as Issuing Bank By Title: ]:16 15 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.. ANNEX 1 CREDIT AGREEMENT DATED AS OF MARCH 10, 2011 AMONG XXXX XXXXX LAUREN CORPORATION, ACQUI POLO C.V., XXXX XXXXX XXXXXX KABUSHIKI KAISHA AND XXXX XXXXX LAUREN ASIA PACIFIC LIMITED, THE LENDERS PARTIES THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AND THE OTHER AGENTS PARTIES THERETO STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders12 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________$ $ % ________________ $________________ $________________ ________________ $ $ % ________________ $________________ $________________ ________________$ $ % [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned Aggregate Amount of Commitment/Loans for all Lenders12 Lender* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ Commitment/Loans [9 decimals] $ $ % [7. Trade Date: ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ]1 Effective Date: ________________% [8. Trade Date: ]14 Effective Date: __, 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right [Signature Page Follows] * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 1 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: PNC Bank, National Association, as Administrative Agent By Name: Title: [Consented to and]15 Accepted: BANK OF AMERICAto:]2 PNC Bank, N.A.National Association, as Administrative Agent By: Issuing Lender and Swing Lender By Name: Title: [Consented to J. CREW GROUP, INC. By: to:]3 Ferroglobe PLC By Name: Title: ]:16 15 To be added only if the 2 If consent of the Administrative Agent is required by the terms pursuant to Section 11.8.2 of the Credit Agreement.. 3 If consent is required pursuant to Section 11.8.2 of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned Aggregate Amount of Commitment/Loans for all Lenders12 Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________Commitment/Loans2 Term B-1 Loans $ $ % ________________ $________________ $________________ ________________ Revolving Loans $ $ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Effective Date. `: , 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: DUCOMMUN INCORPORATED4 By: Name: Title: UBS AG, STAMFORD BRANCH, as Administrative Agent [Consented and an Issuing Bank]5 By: Name: Title: By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to and]15 Accepted: the extent consent is required under Section 10.04(b) of the Credit Agreement. 5 Reference to Issuing Bank required for an assignment of Revolving Commitments. [BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. an Issuing Bank By: Name: Title: ]:16 15 To be added only if the consent 6 [UBS LOAN FINANCE LLC, as Swingline Lender By: Name: Title: By: Name: Title:]7 6 Reference to Issuing Bank required for an assignment of the Administrative Agent is Revolving Commitments. 7 Reference to Swingline Lender required by the terms for an assignment of the Credit Agreement.Revolving Commitments. ANNEX 1 to Assignment and Assumption XXXXXXXX INCORPORATED CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assignor[s]6 Assignee[s]7 Commitment/ Loans Assigned8 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders12 Lenders9 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number Commitment Loans10 $ [___] $ [___] ___% $ [___] $ [____ $] ___% $ [___] $ [___] _______ $________________ % [7. Trade Date: ________________% ______]11 Effective Date: _______, 20___ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 The terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 6 List each Assignor, as appropriate. 10 7 List each Assignee, as appropriate. 11 8 Fill in the appropriate terminology for the types Class (and Series or Extension Series, as applicable) of facilities under the Credit Agreement that are Commitment/Loans being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.)assigned. 12 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 “All Lenders” refers to all Lenders under the applicable Class (and Series or Extension Series, as applicable). 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderunder the applicable Class (and Series or Extension Series, as applicable). 14 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment Consented to and Assumption are hereby agreed Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent [, Letter of Credit Issuer and Swingline Lender]12 By: Name: Title: By: Name: Title: Consented to: ASSIGNOR [NAME OF ASSIGNORRBC BEARINGS INCORPORATED] By: Name: Title: ASSIGNEE Consented to: [NAME ROLLER BEARING COMPANY OF ASSIGNEEAMERICA, INC.] By: Name: Title: [Consented 12 Reference to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INCthe applicable Letter of Credit Issuer and Swingline Lender required for an assignment of Revolving Credit Commitments. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for all Lenders12 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill Assigned22Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”e.g., “Extended Loans”, Revolving Commitment,” “Term Loan Commitment,” etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set ) Aggregate Amount of Commitment/Loansfor all Lenders Amount of Commitment/Loans Assigned Percentage AssignedofCommitment/Loans33Set forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans of all Lenders thereunder. 14 To be $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed if the Assignor and Administrative Questionnaire in which the Assignee intend that designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the minimum assignment amount is to Borrower, the other Loan Parties and their Related Parties or their respective securities) will be determined as of made available and who may receive such information in accordance with the Trade DateAssignee’s compliance procedures and applicable laws, including Federal and state securities laws. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME ASSIGNOR[NAME OF ASSIGNOR] ByASSIGNOR]By: Name: ___________________________Title: ASSIGNEE [NAME ASSIGNEE[NAME OF ASSIGNEE] ByASSIGNEE]By: Name: ___________________________Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To and]44To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. Accepted:JPMORGAN CHASE BANK, N.A., asAdministrative AgentBy: ___________________________Title: [Consented to:]55To be added only if the consent of the Borrower and/or other parties (e.g., Issuing Banks) is required by the terms of the Credit Agreement.[NAME OF RELEVANT PARTY]By: ___________________________Title: ANNEX 1 STANDARD TERMS AND CONDITIONS FOR

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor[s]5 Assignee[s]6 Facility Assigned11 Assigned7 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders of Facility subject to Assignment8 Amount of Commitment/Loans Assigned of Facility subject to Assignment9 Percentage Assigned of Commitment/ Loans13 Loans of Facility subject to Assignment10 CUSIP Number $ $ % $ $ % $ $ % [8. Trade Date: __________]11 Effective Date: ____________, 20 ____ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 5 List each Assignor, as appropriate. 10 6 List each Assignee, as appropriate. 11 7 Fill in the appropriate terminology for the types classes of facilities Facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Term B Loans”, “Incremental Term Loans”, “Refinancing Term Loans”, “Extended Term Loans”, etc.). 12 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 9 After giving effect to Assignee’s purchase and assumption of the Assigned Interest, the aggregate principal amount of Term Loans (as of the date of consummation of any transaction under Section 10.07(k) of the Credit Agreement) held by Affiliated Lenders shall not exceed 25% of the aggregate principal amount of all Term Loans outstanding at the time of such assignment. To the extent any assignment to an Affiliated Lender would result in the aggregate principal amount of all Loans held by Affiliated Lenders (at the time of such assignment) exceeding the Affiliated Lender Cap, such excess will be void ab initio. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Acceptedand]12 Accepted for Recordation in the Register: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. [Consented to]:13 BIOSCRIP, INC. By: Name: Title: 13 To be added only if the consent of the Administrative Borrower is required by the terms of the Credit Agreement. ANNEX 1 TO AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 2 Facility Assigned11 Assigned Aggregate Amount of CommitmentCommitments/Loans for of the applicable Class of all Lenders12 Lenders Amount of Commitmentthe Commitments/Loans of the applicable Class Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number Aggregate Amount of Commitments/Loans of the applicable Class of all Lenders3 Term Loans $ $ % [ ]4 $ $ % Effective Date: _____________, 20___ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each The Assignee, as appropriate. 11 Fill in if not already a Lender, agrees to deliver to the appropriate terminology for the types Administrative Agent any tax forms required by Section 4.07(g) of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption to designate one or more credit contacts to whom all syndicate-level information (e.g. “Initial Loans”which may contain Parent Restricted Information) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, “Extended Loans”including Federal and State securities laws. 2 Must comply with the minimum assignment amounts set forth in Section 10.04(b)(ii)(A) of the Credit Agreement, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Dateextent such minimum assignment amounts are applicable. 13 3 Set forth, to at least 9 decimals, as a percentage of the CommitmentCommitments/Loans of all Term Lenders thereunderor Incremental Lenders of any Class, as applicable. 14 To be completed if 4 In the Assignor and the Assignee intend that the minimum assignment amount is to be determined as event Other Term Loans of any Class are established under Section 2.12 of the Trade DateCredit Agreement, refer to the Class of such Loans assigned. `The terms set forth in this Assignment and Assumption above are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ByConsented to and5 Accepted: ___________________________, as Assignor, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, by by Name: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title:] ___________________________, as Assignee, by Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To be added only if the 5 No consent of the Administrative Agent is required by the terms for an assignment to a Lender or an Affiliate of the Credit Agreement.a Lender. ANNEX 1 TO [FORM OF] ASSIGNMENT AND ASSUMPTION AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor[s]6 Assignee[s]7 Facility Assigned11 Assigned8 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders12 Lenders9 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans10 CUSIP Number ________________ $________________ $________________ ________________Revolving Commitment $ $ % ________________ $________________ $________________ ________________ Term Commitment/ Term Loans $ $ % ________________ $________________ $________________ ________________$ $ % [87. Trade Date: ]14 11 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 The terms set forth in this Assignment and Assumption are hereby agreed to: 6 List each Assignor, as appropriate. 10 7 List each Assignee, as appropriate. 11 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial LoansRevolving Commitment”, “Extended LoansTerm Commitment”, etc.). 12 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]12 Accepted: BANK OF AMERICA, N.A.KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. to:]13 By: Name: Title: ]:16 15 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned3 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders Amount of Commitment/Loans Assigned Assigned4 Percentage Assigned of Commitment/ Loans13 Commitment/Loans5 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ________________ $________________ $___]6 Effective Date: _____________ ________________% _____________, 20___ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 The terms set forth in this Assignment Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Title: 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, Revolving Commitment,” “Extended Loans”, Term Commitment,” etc.). 12 Amounts in this column and in the column immediately to the right ) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 6 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed toAccepted: ASSIGNOR [NAME OF ASSIGNOR] KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: :______________________________________ Name: Title: [Consented to and]15 Accepted: BANK OF AMERICADIGITALOCEAN, N.A.LLC, as Administrative Agent the Borrower]7 By: :______________________________________ Name: Title: [Consented to J. CREW GROUP, INC7 If required. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AGREEMENT

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for all Lenders12 Total Commitment Amount of Commitment/Loans Assigned Commitment Assigned2 Percentage Assigned of Commitment/ Loans13 CUSIP Number _Commitment3 $_______________ $________________ $________________ % [7. Trade Date: ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ]4 Effective Date: ________________% [8. Trade Date: ]14 Effective Date: __, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each AssignorThe terms set forth in this Assignment and Acceptance are hereby agreed to: 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in unless (a) the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned Assignee under this Assignment and Assumption Acceptance is a Lender or an Affiliate of a Lender, (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in b) the column immediately to the right to be adjusted Commitment assigned by the counterparties Assignor pursuant to take into account any payments this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or prepayments made between (c) the Trade Date and the Effective DateAdministrative Agent otherwise consents. 13 Set 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderTotal Commitment under the Reimbursement Agreement. 14 To 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment An [*] represents confidential information that has been omitted and Assumption are hereby agreed to: filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and]15 and Accepted: BANK OF AMERICA[CREDIT SUISSE AG, N.A.NEW YORK BANK], as Administrative Agent By: _________________________________ Name: Title: [Consented to J. CREW GROUP, INC. :] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: ]:16 15 To _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 5Insert as applicable. No consent and acceptance shall be added only necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. An [*] represents confidential information that has been omitted and filed separately with the consent of the Administrative Agent is required by the terms of the Credit Agreement.Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders12 Banks* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans13 Commitment/Loans3 CUSIP Number ________________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [87. Trade Date: ]14 4 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial LoansRevolving Credit Commitment”, “Extended LoansDelayed Draw Term Commitment”, etc.). 12 Amounts in this column and in the column immediately to the right * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders Banks thereunder. 14 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. to:] [BOSTON PROPERTIES LIMITED PARTNERSHIP By: Boston Properties, Inc., its sole general partner By: (SEAL) Name: Title:]5 [BANK OF AMERICA, N.A., as a Fronting Bank By: Title: ]:16 15 JPMORGAN CHASE BANK, N.A., as a Fronting Bank By: Title:]6 5 To be added only if the consent no Event of the Administrative Agent Default exists. 6 To be added if there is required by the terms an assignment of the a Revolving Credit Agreement.Commitment. ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor Assignee Facility Assigned11 Assigned5 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders6 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans7 CUSIP Number ________________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ___________% [7. Trade Date: _____% [8. Trade Date: _____________]14 8 Effective Date: __________________, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”"Revolving Commitment", “Extended Loans”"Term Loan Commitment", etc.). 12 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereundertereunder. 14 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]1 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUPto:]2 AEGION CORPORATION, INC. a Delaware corporation By: Name: Title: ]:16 15 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor[s] List each Assignor, as appropriate. Assignee[s] List each Assignee, as appropriate. FacilityAssigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment, which shall not include Revolving Facility Assigned11 Aggregate Commitments or Revolving Facility Loans. AggregateAmount ofCommitment/Loansfor all Lenders Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Amount ofCommitment/LoansAssigned PercentageAssigned ofCommitment/Loans Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans for of all Lenders12 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 Lenders thereunder. CUSIP Number ________________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ____________% Effective Date: ____% [8______, ____, 20____. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ______________________________ Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate 1 Select as applicable. Amount of Amount of Amount of Amount of Commitment/Loans for all Lenders12 Amount of Commitment/Loans of Commitment/Loans of Commitment/Loans of Assignor prior to Assignee prior to Amount of Assignor after Assignee after [Effective] [Trade] [Effective] [Trade] Commitment/Loans [Effective] [Trade] [Effective] [Trade] Date Date Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ Date Date ------------------- ------------------- ---------------- -------------------- -------------------- $ $ $ $ $ [7. TRADE DATE: ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ]2 Effective Date:________________% [8. Trade Date: ]14 Effective Date: ____________, 20 [TO 20_____[TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:____________________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By:____________________________________ Title: [Consented to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimalsand]3 Accepted: ABN AMRO BANK N.V., as a percentage of the Commitment/Loans of all Lenders thereunder. 14 Agent By: _____________________________________ Title: -------------------------- 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assignor[s]4 Assignee[s]5 Aggregate Amount of Commitment/Loans for of all Lenders12 Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans6 CUSIP Number _____$ $ ___________ $_____% $ $ ___________ $_____% $ $ ___________ % [7. Trade Date: ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ]7 Effective Date: ________________% [8. Trade Date: ]14 Effective Date: __, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 4 List each Assignor, as appropriate. 10 5 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: _____________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: _____________________________ Title: [Consented to and]15 and]1 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW to:]2 AFFILIATED MANAGER GROUP, INC. By: Name: Title: ]:16 15 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. 2 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender or L/C Issuer) is required by the terms of the Credit Agreement. ANNEX 1 TO ASSIGNMENT AND ASSUMPTION AFFILIATED MANAGERS GROUP, INC. CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment for all Lenders* Amount of Commitment/Loans for all Lenders12 Amount Assigned* Percentage Assigned of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans10 CUSIP Number _$_______________ $_______________ _______________% $_______________ $________________ ________________% _$_______________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [87. Trade Date: _____________________]14 11 Effective Date: _______________, 20 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and] Accepted: [NAME OF ADMINISTRATIVE AGENT], “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 as Administrative Agent By: Title: 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed [Consented to: ASSIGNOR :] [NAME OF ASSIGNOR] L/C ISSUER], as L/C Issuer By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Accepted: BANK to:] [NAME OF AMERICA, N.A.SWING LINE LENDER], as Administrative Agent Swing Line Lender By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.ANNEX 1 TO ASSIGNMENT AND ASSUMPTION XXXXX CORPORATION SECOND AMENDED AND RESTATED REVOLVING CREDIT FACILITY STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned1 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________Commitment/Loans2 $ $ % ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________$ $ % [87. Trade Date: ]14 Effective Date3 effective date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each AssignorThe 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]4 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]5 [BANK OF AMERICA, N.A., as appropriate[U.S. Issuing Lender] [U.S. Swingline Lender]] By Title: AIRGAS, INC. 10 List each Assignee, as appropriate. 11 By: Title: 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, U.S. Revolving Commitment,” etc.). 12 Amounts in this column and in the column immediately to the right ) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Dateeffective date. 13 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor[s]6 Assignee[s]7 Facility Assigned11 Aggregate Amount of Percentage CUSIP 5 If Assignee is an Affiliated Lender, use Exhibit L to the Credit Agreement. 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. Assigned8 Amount of Commitment/Loans for all Lenders12 Amount Lenders of Facility subject to Assignment9 Commitment/Loans Assigned Percentage of Facility subject to Assignment Assigned of Commitment/ Loans13 CUSIP Loans of Facility subject to Assignment 10 Number ________________ $________________ $________________ $ $ % $ $ % $ $ % [8. Trade Date: ________________% __]11 Effective Date:_____________, 20___ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 8 Fill in the appropriate terminology for the types classes of facilities Facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Term B Loans”, “Incremental Term Loans” “Incremental Revolving Credit Commitments”, “Refinancing Term Loans”, “Refinancing Revolving Credit Commitments”, “Extended Term Loans”, “Extended LoansRevolving Credit Commitments”, etc.). 12 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Acceptedand]12 Accepted for Recordation in the Register: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUPto]:13 BIOSCRIP, INC. By: Name: Title: ]:16 15 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans13 CUSIP Number Commitment/Loans5 $ $ % $ $ % $ $ % Closing Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE CLOSING DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ____________________________________ $Title: ASSIGNEE [NAME OF ASSIGNEE] By: ____________________________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade DateTitle: ]14 Effective DateAccepted: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each AssignorDEUTSCHE BANK TRUST COMPANY AMERICAS, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right Administrative Agent * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Closing Date. 13 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Commitment / Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: __________________________________ Title: [Consented to and]15 Accepted: BANK OF AMERICAto:]6 [CONTAINER LEASING INTERNATIONAL, N.A.LLC (D/B/A CARLISLE LEASING INTERNATIONAL, as Administrative Agent LLC and/or SEACASTLE CONTAINER LEASING, LLC and/or SEACUBE CONTAINERS, LLC) By: Name: _________________________________ Title: [Consented to J. CREW GROUP:] 6 So long as no Default or Event of Default has occurred or is continuing, INC. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent Borrower is required by the terms under §15.2(a) of the Credit Agreement for any assignment under $5,000,000, unless either (A) the assignment of is for the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it, or (B) the assignment is to a Lender, an Affiliate of a lender or an Approved Fund. In addition, unless a Default or an Event of Default has occurred and is continuing, the consent of the Borrower is required if the Assignee is being designated an “Eligible Assignee” pursuant to clause (d) of the definition of Eligible Assignee in the Credit Agreement.. ANNEX 1 THE FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 3, 2010, AMONG CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING INTERNATIONAL, LLC and/or SEACASTLE CONTAINER LEASING, LLC and/or SEACUBE CONTAINERS, LLC), THE LENDERS PARTIES THERETO, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT, AND THE OTHER AGENTS PARTIES THERETO STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assignor Assignee Commitment Assigned Aggregate Amount of Commitment/Loans for all Lenders12 Lenders1 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans2 CUSIP Number ________________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% Non-Extended Revolving Commitment (a) (c) Extended Revolving Commitment (b) (d) Box 1 (a) + (b) Box 0 (x) + (x) Xxx 0 xivided by Box 1 times 100 [87. Trade Date: ]14 3 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 1 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]4 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUPto:]5 [VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership By: VENTAS, INC. ., a Delaware corporation, its general partner By: Name: Title: ]:16 15 BANK OF AMERICA, N.A., as Issuing Bank and Swingline Lender By: Name: Title:]6 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/Loans Commitment for all Lenders12 Lenders7 Amount of Commitment/Loans Commitment/ Assigned Percentage Assigned of Commitment/ Loans13 Commitment8 CUSIP Number ________________ $________________ $________________ ________________$ $ % ________________ $________________ $________________ ________________ $ $ % ________________ $________________ $________________ ________________$ $ % [87. Trade Date: ]14 ] 9 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 5 List each Assignor, as appropriate. 10 6 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. 14 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `Form of Assignment and Assumption The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]10 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUPto:]11 INGLES MARKETS, INC. INCORPORATED By: Name: Title: ]:16 15 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. 11 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for all Lenders12 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ See Schedules attached hereto [7. Trade Date: ________________% __]5 5 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ________________ $____________, 20____ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each AssignorThe terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR(S) See Schedules attached hereto ASSIGNEE(S) See Schedules attached hereto [Consented to and]6 Accepted: WACHOVIA BANK, NATIONAL ASSOCIATION, as appropriate. 10 List each AssigneeAdministrative Agent By: __________________________________ Name:_______________________________ Title: ________________________________ WACHOVIA BANK, NATIONAL ASSOCIATION, as appropriateSwingline Lender and Issuing Lender By: _________________________________ Name:_______________________________ Title:________________________________ [Consented to:]7 LMI AEROSPACE, INC. 11 By: _________________________________ Title: 6 To be added only if the consent of the Administrative Agent and/or the Swingline Lender and Issuing Lender is required by the terms of the Credit Agreement. May also use a Master Consent 7 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. May also use a Master Consent. SCHEDULE 1 To Assignment and Assumption By its execution of this Schedule, the Assignee agrees to the terms set forth in the attached Assignment and Assumption. Assigned Interests: Facility Assigned8 Aggregate Amount of Commitment/ Loans for all Lenders7 Amount of Commitment/ Loans Assigned9 Percentage Assigned of Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % [NAME OF ASSIGNEE] [and is an Affiliate/Approved Fund of [identify Lender]11] By: _____________________________________ Name: __________________________________ Title: ____________________________________ 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, "Revolving Credit Commitment," etc.). 12 Amounts in this column and in the column immediately to the right 9 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 11 Select as applicable. SCHEDULE 2 To be completed if Assignment and Assumption By its execution of this Schedule, the Assignor and agrees to the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this the attached Assignment and Assumption are hereby agreed toAssumption. Assigned Interests: ASSIGNOR Facility Assigned12 Aggregate Amount of Commitment/ Loans for all Lenders11 Amount of Commitment/ Loans Assigned13 Percentage Assigned of Commitment/ Loans14 CUSIP Number $ $ % $ $ % $ $ % [NAME OF ASSIGNOR] By: _________________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented 12 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," etc.) 13 Amount to and]15 Accepted: BANK OF AMERICAbe adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 14 Set forth, N.A.to at least 9 decimals, as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To be added only if the consent a percentage of the Administrative Agent is required by the terms Commitment/Loans of the Credit Agreement.all Lenders thereunder. ANNEX 1 to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for all Lenders12 All Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans13 CUSIP Number Aggregate Amount of Commitment/Loans1 $ $ % $ $ % $ $ % [7. Trade Date: ________________ $________________ $___]2 Effective Date: _____________ ________________% _____________, 20___ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: ________________________________ Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: ________________________________ Name: Title: _____________________________ * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to[Consented to and]3 Accepted: ASSIGNOR [NAME OF ASSIGNOR] KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: ________________________________ Name: Title: [Consented to and]15 Accepted: BANK OF AMERICAto:]4 RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, N.A.LP, as Administrative Agent a Delaware limited partnership By: Retail Opportunity Investments GP, LLC, a Delaware limited liability company, its general partner By: Retail Opportunity Investments Corp., a Maryland corporation, its managing member By: ________________________________ Name: Title: [Consented to J. CREW GROUPto:]5 [KEYBANK NATIONAL ASSOCIATION, INC. as L/C Issuer] By: ________________________________ Name: Title: ]:16 15 [Consented to:]6 [KEYBANK NATIONAL ASSOCIATION, as Swing Line Lender] 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. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Amount of Percentage Commitment/ Commitment/ Assigned of Facility Loans Loans Commitment/ Assignor[s]1 Assignee[s]2 Assigned3 for all Lenders12 Amount of Commitment/Loans Lenders4 Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ Loans5 $ $ % $ $ % $ $ % [7. Trade Date: ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ]6 Effective Date: ________________% [8. Trade Date: ]14 Effective Date: __, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 1 List each Assignor, as appropriate. 10 2 List each Assignee, as appropriate. 11 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.)Assignment. 12 4 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 6 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]7 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUPto: MPT OPERATING PARTNERSHIP, INC. L.P., a Delaware limited partnership By: Name: Title: ]:16 15 Title:]8 7 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 8 To be added if the consent of the Borrower is required pursuant to Section 10.6 of the Credit Agreement (e.g., no Event of Default has occurred and is continuing).

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/Loans Commitment for all Lenders12 Lenders7 Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number Commitment8 $ ________________ $________________ $_______$ _________ ________________% $ ________________ $________________ $_______$ _________ ________________ % $ ________________ $________________ $_______$ _________ ________________% [8. Trade Date: __________________]14 9 Effective Date: __________________, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]10 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNOR] 5 List each Assignor, as appropriate. 10 6 List each AssigneeAssignee and, if available, its market entity identifier, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. 14 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this 10 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Form of Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEE[S]11 [NAME OF ASSIGNEE] By: NameTitle: [NAME OF ASSIGNEE] By: Title: [Consented to and]15 and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: NameTitle: XXXXX XX WH LLC, as Borrower By: Title: 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Form of Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.___________________] STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans Amount of Commitment for all Lenders12 Amount of Commitment/Loans Assigned Commitment Percentage Assigned of Commitment/ Loans13 Facility Assigned Lenders* Assigned* Commitment2 CUSIP Number ________________ $________________ $________________ ________________Committed Loans $ $ % ________________ $________________ $________________ ________________ $ $ % ________________ $________________ $________________ ________________$ $ % [87. Trade Date: ]14 3 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. 14 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]4 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUPto:]5 BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender By: Title: ANIXTER INC. By: Name: Title: ]:16 15 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 Anixter and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement. ANNEX 1 TO ASSIGNMENT AND ASSUMPTION AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of April 20, 2007 among ANIXTER INC., the Borrowing Subsidiaries from time to time party thereto, the Lenders party thereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned Aggregate Amount of Commitment/Loans for all Lenders12 Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans13 CUSIP Number Commitment/Loans $ $ % $ $ % $ $ % [7. Trade Date: ________________ $________________ $___] Effective Date: _____________ ________________% _____________, 20___ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill 4Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, Revolving Commitment,” “Extended Loans”, Term Loan Commitment,” etc.). 12 Amounts in this column and in the column immediately to the right ) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 6 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: :______________________________ Name: Title: [Consented to and]15 and]7 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]8 [BANK OF AMERICA, N.A., as [L/C Issuer][and Swing Line Lender] By________________________________ Name: Title: [GREEN DOT CORPORATION, a Delaware corporation]9 By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 7 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 8 To be added only if the consent of the Borrower and/or other parties (e.g. L/C Issuer) is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for all Lenders12 All Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans13 CUSIP Number Aggregate Amount of Commitment/Loans1 $ $ % $ $ % $ $ % [7. Trade Date: ________________ $________________ $___]2 Effective Date: _____________ ________________% _____________, 201___ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: _______________________________________ Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: _______________________________________ Name: Title: _______________________________ * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to[Consented to and]3 Accepted: ASSIGNOR [NAME OF ASSIGNOR] KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _______________________________________ Name: Title: [Consented to and]15 Accepted: BANK OF AMERICAto:]4 RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, N.A.LP, as Administrative Agent a Delaware limited partnership By: Retail Opportunity Investments GP, LLC, a Delaware limited liability company, its general partner By: _______________________________________ Name: Title: [Consented to J. CREW GROUPto:]5 [KEYBANK NATIONAL ASSOCIATION, INC. as L/C Issuer] By: _______________________________________ Name: Title: ]:16 15 _______________________________ 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor Assignee Facility Assigned11 Assigned6 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders7 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans8 CUSIP Number ________________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [87. Trade Date: ]14 9 Effective Date: , 20 201_ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 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: 6 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial LoansRevolving Credit Commitment” or “Incremental Term Commitment”, “Extended Loans”, etc.). 12 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]10 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. to:]11 By: Name: Title: ]:16 15 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. 11 To be added only if the consent of the Domestic Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement. ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans13 CUSIP Number Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ________________ $________________ $___]4 Effective Date: _____________ ________________% _____________, 20___ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each AssignorThe 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]5 Accepted: BANK OF AMERICA, N.A., as appropriate. 10 List each AssigneeAgent By_________________________________ Title: [Consented to:]6 [BANK OF AMERICA, N.A., as appropriate. 11 L/C Issuer][and Swing Line Lender] By________________________________ Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, Revolving Commitment,” etc.). 12 Amounts in this column and in the column immediately to the right ) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned Aggregate Amount of CommitmentCommitments/Loans for of the applicable Class of all Lenders12 Lenders Amount of Commitmentthe Commitments/Loans of the applicable Class Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number Aggregate Amount of Commitments/Loans of the applicable Class of all Lenders2 Term Loans $ $ % [ ]3 $ $ % Effective Date: __________________ $______________, 20__ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each The Assignee, as appropriate. 11 Fill in if not already a Lender, agrees to deliver to the appropriate terminology for the types Administrative Agent any tax forms required by Section 4.07(g) of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption to designate one or more credit contacts to whom all syndicate-level information (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately which may contain material non-public information with respect to the right Parent or its Subsidiaries or with respect to the securities of any such Person ("Parent Restricted Information")) will be adjusted by made available and who may receive such information in accordance with the counterparties to take into account any payments or prepayments made between the Trade Date Assignee's compliance procedures and the Effective Dateapplicable laws, including Federal and State securities laws. 13 2 Set forth, to at least 9 decimals, as a percentage of the CommitmentCommitments/Loans of all Term Lenders thereunderor Incremental Lenders of any Class, as applicable. 14 To be completed if 3 In the Assignor and the Assignee intend that the minimum assignment amount is to be determined as event Other Term Loans of any Class are established under Section 2.12 of the Trade DateCredit Agreement, refer to the Class of such Loans assigned. `The terms set forth in this Assignment and Assumption above are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ByConsented to and Accepted: ___________________________, as Assignor, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, by by Name: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ByTitle:] ___________________________, as Assignee, Consented to: ARCTIC LNG CARRIERS LTD., by by Name: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICATitle:] DYNAGAS FINANCE LLC, N.A., as Administrative Agent By: by Name: Title: [Consented to J. CREW GROUP, INCTitle:]4 4 Select as applicable. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.ANNEX I TO AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor Assignee Facility Assigned11 Assigned14 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans15 CUSIP Number ________________ $________________ $___$ $ % $ $ % Effective Date: _____________ ________________% _____________, 20___ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each AssignorThe 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 Loan Parties 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, as appropriateincluding Federal and state securities laws. 10 List each Assignee, as appropriate. 11 The terms set forth in this Assignment and Assumption are hereby agreed to: 14 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial LoansTerm B-1 Commitment”, “Extended LoansAdditional Term B-1 Commitment”, etc“Initial Term B-2 Commitment”, “Additional Term B-2 Commitment” or “Initial Term B-3 Commitment”.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 ) 15 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: :______________________________ Name: Title: [Consented to and]15 and]16 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. JEFFERIES FINANCE LLC, as Administrative Agent By:_________________________________ Name: Title: [Consented to: REVLON CONSUMER PRODUCTS CORPORATION, as Borrower By:________________________________ Name: Title:]17 17 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. Annex I The BrandCo Credit Agreement, dated as of May 7, 2020 (as amended, restated, waived, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Revlon Consumer Products Corporation, a Delaware corporation (the “Borrower”), Revlon, Inc., a Delaware corporation (“Holdings”), each of the financial institutions or other entities from time to time party thereto (the “Lenders”) and Jefferies Finance LLC, as the administrative agent and each collateral agent for the Lenders. Capitalized terms used but not defined herein have the meanings given to them in the Credit Agreement. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assignor[s]7 Assignee[s]8 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders12 Lenders9 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans10 CUSIP Number ________________ $________________ $________________ $ $ % $ $ % $ $ % [7. Trade Date: ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ]11 Effective Date: ________________% [8. Trade Date: ]14 Effective Date: __, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 6 If Applicable. 7 List each Assignor, as appropriate. 10 8 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. to:][12] By: Name: Title: ]:16 15 12 To be added only if the consent of the Administrative Agent Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement.. Form of Assignment and Acceptance Agreement

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/Commitments / Loans for all Lenders12 Lenders7 Amount of Commitment/Commitments / Loans Assigned Percentage Assigned of Commitment/ Loans13 Commitments / Loans8 CUSIP Number ________________ $________________ $________________ ________________$ $ % ________________ $________________ $________________ ________________ $ $ % ________________ $________________ $________________ ________________$ $ % [87. Trade Date: ]14 9 Effective Date: , 20 201 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 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: 5 List each Assignor, as appropriate. 10 6 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 8 Set forth, to at least 9 12 decimals, as a percentage of the CommitmentCommitments/Loans of all Lenders thereunder. 14 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment [Consented to and]10 Accepted: BNP PARIBAS, as as Administrative Agent and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] as an Issuing Lender By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A.OTHER ISSUING LENDERS], as Administrative Agent as an Issuing Lender By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. [Consented to:]11 FLUOR CORPORATION By: Title: 11 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Lenders) is required by the terms of the Credit Agreement. ANNEX 1 TO ASSIGNMENT AND ASSUMPTION FLUOR CORPORATION $1,700,000,000 REVOLVING LOAN AND LETTER OF CREDIT FACILITY AGREEMENT DATED AS OF MAY 28, 2014 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned1 Aggregate Amount of Commitment/Loans for of all Lenders12 Lenders2 Amount of Commitment/Loans Assigned Assigned3 Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________Aggregate Commitment/Loans of all Lenders4 $ $ % ________________ $________________ $________________ ________________ $ $ % ________________ $________________ $________________ ________________$ $ % [87. Trade Date: ]14 5 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Term Loans”, “Incremental Term Loans” , “Extended Term Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date 3 Except in the cases of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any class, the amount shall not be less than, $1,000,000. 4 Set forth, to at least 9 8 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ], as Assignor By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ], as Assignee By: Name: Title: [Consented to and]15 and]6 Accepted: BANK OF AMERICA, N.A.GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent By: Name: Title: 6 No consent of the Administrative Agent shall be required for an assignment of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund. [Consented to J. CREW GROUPto: TRANSFIRST HOLDINGS, INC. INC.]7 By: Name: Title: ]:16 15 To be added only if the 7 No consent of the Borrower shall be required for (i) an assignment of all or any portion of the Loans to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment of any Term Loans unless it shall have objected thereto by written notice to the Administrative Agent is required by the terms within ten (10) Business Days after having received notice thereof, or (ii) if an Event of Default under Section 8.01(a) of the Credit Agreement.Agreement or, solely with respect to any of the Borrower, Section 8.01(f) of the Credit Agreement has occurred and is continuing. ANNEX I TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 For assignment of Commitments: Aggregate Amount of Commitment/Loans Commitments for all Lenders12 Lenders Amount of Commitment/Loans Commitment Assigned by Assignor Percentage Assigned of Commitment for all Lenders[4] Termination Date of Commitment Assigned as of the date hereof $ $ % $ $ % $ $ % For assignment of Competitive Bid Advances: Date of Advance Assigned Aggregate Amount of Competitive Bid Advances Owed to Assignor (not giving effect to assignment) Amount of Competitive Bid Advance Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number Competitive Bid Advance[5] Interest Rate / Interest Rate Type Maturity Date $ $ % $ $ % $ $ % For assignment of Swing Line Advances:[6] Date of Advance Assigned Aggregate Amount of Swing Line Advances Owed to Assignor (not giving effect to assignment) Amount of Swing Line Advance Assigned Percentage Assigned of Swing Line Advance[7] Section 2.04(b) Repayment Date $ $ % $ $ % $ $ % Effective Date: ________________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 201_[8] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 [4] Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunderLenders. 14 To [5] Set forth, to at least 9 decimals, as a percentage of the Competitive Bid Advance being assigned. [6] Applicable to assignments by Swing Line Lenders. [7] Set forth, to at least 9 decimals, as a percentage of the Competitive Bid Advance being assigned. [8] This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to the Agent. The Assignee agrees to deliver to the Agent a completed if the Assignor and administrative questionnaire in which the Assignee intend that designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the minimum assignment amount is to Parent Borrower or any Foreign Subsidiary Borrower and their Affiliates or their respective securities) will be determined as of made available and who may receive such information in accordance with the Trade DateAssignee’s compliance procedures and applicable laws, including Federal and state securities laws. `The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [_________________________________ NAME OF ASSIGNOR] ASSIGNOR By: :______________________________ Name: Title: ASSIGNEE [_________________________________ NAME OF ASSIGNEEASSIGNEE By:______________________________ Name: Title: Domestic Lending Office [Address] Eurocurrency Lending Office [Address] [Consented to and][9] Accepted: JPMORGAN CHASE BANK, N.A., as Agent By: _________________________________ Name: Title: [Consented to and]15 Acceptedto: MONSANTO COMPANY By________________________________ Name: Title:][10] [11][Consented to: JPMORGAN CHASE BANK, N.A., as Issuing Lender By________________________________ Name: Title: Consented to: CITIBANK, N.A., as Issuing Lender By________________________________ Name: Title: [10] Consent shall not be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the definition of “Eligible Assignee” or if an Event of Default has occurred and is continuing and shall be deemed unless Parent Borrower objects in writing within ten Business Days after receiving notice of the proposed assignment. [11] None of the following consents shall be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the definition of “Eligible Assignee.” [9] Consent shall not be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the definition of “Eligible Assignee.” EXHIBIT C: FORM OFASSIGNMENT AND ACCEPTANCE Consented to: BANK OF AMERICA, N.A., as Administrative Agent Issuing Lender By: ________________________________ Name: Title: [Consented to J. CREW GROUP:] ANNEX 1 FOUR-YEAR CREDIT AGREEMENT DATED AS OF APRIL 1, INC. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.2011 AMONG MONSANTO COMPANY, THE FOREIGN SUBSIDIARY BORROWERS FROM TIME TO TIME, THE LENDERS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS AGENT AND THE OTHER AGENTS PARTIES THERETO STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignee Facility Assigned11 assigned Aggregate Amount of Commitment/Loans for all Lenders12 Lenders under such Facility Amount of Commitment/Loans Assigned Percentage Assigned under such Facility Scheme Reference number under the HMRC DT Treaty Passport Scheme and Jurisdiction of Commitment/ Loans13 CUSIP Number ________________ $________________ $______Tax Residence29 [Name of Assignee] __________ ________________% ________________ $________________ $______[Name of Assignee] __________ ________________ % _____Effective Date ___________ $________________ $______________, 201__ ________________% [8__ 29 Include for Assignees of Multicurrency Revolving Commitments. Trade Date: ]14 Effective Date: If this information is not provided, 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately Assignee may be subject to UK withholding tax with respect to Loans made to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective DateU.K. Borrower. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `ASSIGNOR INFORMATION Payment Instructions: Reference: Notice Instructions: Reference: ASSIGNEE INFORMATION Payment Instructions: Reference: Notice Instructions: Reference: The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNEE [NAME OF ASSIGNOR] [NAME OF ASSIGNEE]30 By:___________________________ By:___________________________ Name: Name: Title: ASSIGNEE Title: [NAME OF ASSIGNEEAdditional Signature lines as necessary] [Additional Signature lines as necessary] By:___________________________ By:___________________________ Name: Name: Title: Title: [Consented to and]15 and]31 Accepted: DEUTSCHE BANK OF AMERICA, N.A.AG NEW YORK BRANCH, as Administrative Agent By: :___________________________ Name: Title: [Consented to J. CREW GROUP, INC. Applicable Borrower]32: as Borrower By: :___________________________ Name: Title: ]:16 15 __________________ 30 Add additional signature blocks, as needed. 31 Insert only if assignment is being made to an Assignee other than an Affiliate or another Lender, or, in the case of a Lender that is a Fund, any Related Fund of any Lender. 32 To be added only included if the consent no Event of the Administrative Agent Default then exists and is required by the terms of the Credit Agreement.continuing. ANNEX FOR ASSIGNMENT AND ASSUMPTION AGREEMENT ANNEX I CROWN AMERICAS LLC CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned Aggregate Amount of Commitment/Loans Commitment (and related extensions of credit) for all Lenders12 Lenders Amount of Commitment/Loans Assigned Commitment (and related extensions of credit) Assigned6 Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________Commitment (and related extensions of credit)7 Revolving Loans $ $ % ________________ $________________ $________________ ________________ Term Loans $ $ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: [ ] [ ], 20 20[ ] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor]. 6 Unless the Borrower and the Administrative Agent consent otherwise, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types amount of facilities under the Credit Agreement that are being Commitments assigned under this Assignment and Assumption must not be less than $1M (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in integral multiples of $1M in excess thereof) except if assignment is (i) to another Lender or an Approved Fund or (ii) of the column immediately to entire remaining amount of the right to be adjusted by the counterparties to take into account Assignor’s Commitment or Loans of any payments or prepayments made between the Trade Date and the Effective Dateclass,. 13 7 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ], the Assignor By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE], the Assignee By: Title: Consented to and Accepted: [CITIZENS BANK, N.A. as Administrative Agent8] [and Swingline Lender9,]] By: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICAto:]10 CHAMPION HOME BUILDERS, N.A.INC., as Administrative Agent the Borrower, By: Name: Title: [Consented to J. CREW GROUPto:]11 [Issuing Bank], INC. as Issuing Bank, By: Name: Title: ]:16 15 To be added only if 8 Include unless assignment is of Term Loans to an Approved Fund. 9 Include unless assignment is of Term Loans. 10 Include unless assignment is (i) to any other Lender or an Affiliate of a Lender holding the consent same Class of the Administrative Agent Loans, (ii) by a Term Lender to an Approved Fund or (iii) an Event of Default has occurred and is required by the terms continuing. 11 Include unless assignment is of the Credit Agreement.Term Loans. $[ ] CREDIT FACILITY STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor[s]6 Assignee [s]7 Facility Assigned11 Assigned8 Aggregate Amount of Commitment/Commitments / Loans for all Lenders12 Lenders9 Amount of Commitment/Commitments/ Loans Assigned Percentage Assigned of Commitment/ Loans13 Commitments/ Loans10 CUSIP Number ________________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [85 If the Assignee hereunder is an Affiliated Lender, do NOT use this Exhibit D-l to the Credit Agreement. Trade Date: ]14 Effective Date: Instead, 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 use Exhibit D-2 to the Credit Agreement. 6 List each Assignor, as appropriate. 10 7 List each Assignee, as appropriate. 11 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Closing Date Term Loans”, ,” “Revolving Commitment,” “Incremental Revolving Credit Commitment,” “Incremental Term Loans,” “Other Revolving Commitments,” “Other Term Loans,” “Extended Term Loans”, ,” “Extended Revolving Commitments,” “Replacement Loans,” etc.). 12 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 10 Set forth, to at least 9 decimals, as a percentage of the CommitmentCommitments/Loans of all Lenders thereunder. 14 $ $ % $ $ % $ $ % [8. Trade Date: ]11 Effective Date: ________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 11 To be completed if the Assignor and the Assignee intend intent that the minimum assignment amount is to be determined as of the Trade Date. `ASSIGNEE REPRESENTS AND WARRANTS THAT (A) IT IS NOT A DISQUALIFIED INSTITUTION AND (B) IT IS NOT AN AFFILIATE OF A DISQUALIFIED INSTITUTION (OTHER THAN, IN THE CASE OF THIS CLAUSE (B), SUCH AN AFFILIATE EXCLUDED FROM THE DEFINITION OF “DISQUALIFIED INSTITUTION” BY THE TERMS THEREOF). The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Acceptedand]12 Accepted for Recordation in the Register: XXXXXXX XXXXX BANK OF AMERICA, N.A.USA, as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 to:]13 [Issuing Bank] 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assignor[s] Assignee[s] Aggregate Amount of Commitment/Loans Commitment for all Lenders12 Lenders Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/ Loans13 Commitment CUSIP Number ______$__________ $________________ $________________ ________________% ______$__________ $________________ $________________ ________________ % ________________ $________________ $________________ % [7. Trade Date: ________________% [8. Trade Date: ]14 __] Effective Date: __________________, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 ___________________ 5 List each Assignor, as appropriate. 10 6 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. 14 To 9To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `Form of Assignment and Assumption 92155415 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: C-3 Form of Assignment and Assumption 92155415 Consented to and Accepted: BANK OF AMERICA, N.A. as Swing Line Lender [and an L/C Issuer]10 By: _________________________________ Name: Title: [Consented to and]15 and Accepted:]11 CITIBANK N.A. as an L/C Issuer By: _________________________________ Name: Title: [Consented to and]12 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to J. CREW GROUP, INC. to:]13 INVESCO FINANCE PLC By: _________________________________ Name: Title: ]:16 15 ________________________ 10 To be added only if the consent of Bank of America as an L/C Issuer is required by the terms of the Credit Agreement. 11 To be added only if the consent of Citibank as an L/C Issuer is required by the terms of the Credit Agreement. 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for of all Lenders12 Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________Commitment/Loans1 $ 10,000,000 $ % ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Effective Date. `: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: ______________________________ Name: Title: [Consented to and]15 and Accepted: BANK OF AMERICACREDIT SUISSE AG, N.A.CAYMAN ISLANDS BRANCH, as Administrative Agent By: Name_________________________________ Name Title: By: _________________________________ Name Title: [Consented to J. CREW GROUP, INC. ROTECH HEALTHCARE INC.]1 By: Name: _________________________________ Name Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms 1 Pursuant to Section 9.04(b) of the Credit Agreement., Borrower consent is required for assignments of Commitments and Loans; provided that such consent of the Borrower shall (a) not be required (i) if such assignment is made to another Lender or an Affiliate of a Lender or a Related Fund or (ii) after the occurrence and during the continuance of an Event of Default and (b) be deemed given unless the Borrower shall have objected to such arrangement by written notice to the Administrative Agent within five Business Days after having received notice thereof. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ Commitment/Loans3 Tranche A Commitment [$________________ ] [$________________ ________________] % ________________ Tranche B Commitment [$________________ ] [$________________ ________________ ] % ________________ Revolving Commitment [$________________ ] [$________________ ________________] % [81 Select as applicable. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill 2 Revolving Credit (includes participations in the appropriate terminology for the types Letters of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Credit) / Competitive Loans 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee (in the case of an Assignee that is not a Lender) agrees to deliver to the Administrative Agent a completed if the Assignor and Administrative Questionnaire in which the Assignee intend that designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the minimum assignment amount is to Loan Parties and their Related Parties or their respective securities) will be determined as of made available and who may receive such information in accordance with the Trade DateAssignee’s compliance procedures and applicable laws, including Federal and state securities laws. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and] 4 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent Byand as Issuing Lender By Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Issuing Lender By Name: Title: ROYAL BANK OF CANADA, as Issuing Lender By Name: Title: [Consented to J. CREW GROUP, INC. By: to:] 5 KIMCO REALTY CORPORATION By Name: Title: ]:16 15 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for all Lenders12 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number See Schedules attached hereto [7. Trade Date: ________________ $________________ $___]13 13 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: _____________ ________________% _____________, 20___ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEES See Schedules attached hereto [Consented to and]14 Accepted: XXXXX FARGO BANK, “Extended Loans”N.A., etc.)as Administrative Agent By Title: [Consented to:]15 TEKELEC, as Borrower Agent By Title: 14 To be required only if the Revolving Credit commitment then in effect is less than $5,000,000, or if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender. 12 Amounts in May also use a Master Consent. 15 To be required only so long as no Event of Default has occurred and is continuing, and such assignment is not to a Lender, an Affiliate of a Lender or an Approved Fund. May also use a Master Consent. SCHEDULE 1 To Assignment and Assumption By its execution of this column and Schedule, the Assignee agrees to the terms set forth in the column immediately to the right attached Assignment and Assumption. Assigned Interests: Aggregate Amount of Amount of Percentage Commitment/ Commitment/ Assigned of Loans for all Loans Commitment/ Facility Assigned Lenders16 Assigned17 Loans18 CUSIP Number Revolving Credit Facility $ $ % Swingline Facility $ $ % [NAME OF ASSIGNEE]19 [and is an Affiliate/Approved Fund of [identify Lender]20] By: Title: 16 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assignor[s]5 Assignee[s]6 Aggregate Amount of Amount of Commitment/Loans Notes for all Lenders12 Lenders7 Amount of Commitment/Loans Assigned Notes Assigned8 Percentage Assigned of Commitment/ Loans13 Notes9 CUSIP Number ________________ $________________ $________________ ________________Xxxxxx00 $ $ $ % ________________ $________________ $________________ ________________ $ $ $ % ________________ $________________ $________________ ________________$ $ $ % [8. Trade Date: ]14 ] Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 5 List each Assignor, as appropriate. 10 6 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 8 After giving effect to Assignee’s purchase and assumption of the Assigned Interest, the aggregate principal amount of Notes held at any one time by Affiliated Purchasers shall not exceed 25% of the original principal amount of all Notes at such time outstanding (such percentage, the “Affiliated Purchaser Cap”). To the extent any assignment to an Affiliated Purchaser would result in the aggregate principal amount of all Notes held by Affiliated Purchasers exceeding the Affiliated Purchaser Cap, the assignment of such excess amount will be void ab initio. 9 Set forth, to at a least 9 decimals, as a percentage of the Commitment/Loans Notes of all Lenders Purchasers thereunder. 14 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `AFFILIATED PURCHASER ASSIGNMENT AND ASSUMPTION The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 AcceptedAccepted for Recordation in the Register KGH INTERMEDIATE HOLDCO II, LLC By: BANK OF AMERICAKGH Intermediate Holdco I, N.A.LLC, as Administrative Agent its managing member, By: Xxxxx Group Holdings, LLC, its managing member By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.AFFILIATED PURCHASER ASSIGNMENT AND ASSUMPTION ANNEX 1 TO AFFILIATED PURCHASER ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR AFFILIATED PURCHASER ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for all Lenders12 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number See Schedules attached hereto [7. Trade Date: ________________ $________________ $___] To be completed if the Assignor and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: _____________ ________________% ______________, 20__ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor[The] [Each] Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which [the] [such] Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the [applicable] Assignee’s compliance procedures and applicable laws, as appropriateincluding federal and state securities laws. 10 List each Assignee, as appropriate. 11 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ Title: ASSIGNEE[S] [NAME OF ASSIGNEE] Add additional signature blocks, “Extended Loans”as needed. [an Affiliate/Approved Fund of [identify Lender] Select as applicable.] By:______________________________ Title: [Consented to and] To be added only if the consent of the Administrative Agent is required by the terms of the Term Loan Agreement. Accepted: JPMORGAN CHASE BANK, etc.)N.A., as Administrative Agent By_________________________________ Title: [Consented to:] To be added only if the consent of the Borrower is required by the terms of the Term Loan Agreement. 12 Amounts in this column XXXXX CORNING By________________________________ Title: SCHEDULE 1 To Assignment and in the column immediately to the right Assumption Assigned Interests: Assignor Assignee(s) Facility Assigned Aggregate Amount of Commitment/Term Loans for all LendersAmount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Amount of Commitment/Term Loans Assigned Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Percentage Assigned of Commitment/Term Loans Set forth, to at least 9 decimals, as a percentage of the Commitment/Term Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is CUSIP Number Term Loan Facility $ $ % ANNEX 1 to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Tranche 1 Commitments/Tranche 1 Loans of all Lenders Amount of Tranche 1 Commitment/Loans for all Lenders12 Amount of Commitment/Tranche 1 Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________Aggregate Amount of Tranche 1 Commitment/Tranche 1 Loans of all Lenders $ $ % ________________ $________________ $________________ ________________ $ $ % ________________ $________________ $________________ ________________$ $ % [8. Trade Date: ]14 Aggregate Amount of Tranche 2 Commitments/Tranche 2 Loans of all Lenders Amount of Tranche 2 Commitment/Tranche 2 Loans Assigned Percentage Assigned of Aggregate Amount of Tranche 2 Commitment/Tranche 2 Loans of all Lenders $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each The Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”if not already a Lender, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately agrees to deliver to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as Administrative Agent a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and Administrative Questionnaire in which the Assignee intend that designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the minimum assignment amount is to be determined as of the Trade DateAssignee’s compliance procedures and applicable laws, including Federal and state securities laws. `(Signatures begin on following page) The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: (Consents begin on following page) [Consented to and]15 Acceptedand Accepted]1: JPMORGAN CHASE BANK, N.A., as Administrative Agent[, and an Issuing Bank] By: Name: Title: [XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank By: Name: Title: ] [BANK OF AMERICA, N.A., as Administrative Agent an Issuing Bank By: Name: Title: ] [Consented to J. CREW GROUPBARCLAYS BANK PLC, INC. as an Issuing Bank By: Name: Title: ]:16 15 To ] [CITIBANK, N.A., as an Issuing Bank By: Name: Title: ] 1 Consents to be added only if included to the consent of the Administrative Agent is extent required by the terms Sections 9.04(b)(i)(B) and 9.04(b)(i)(C) of the Credit Agreement. [MIZUHO BANK, LTD., as an Issuing Bank By: Name: Title: ] [THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as an Issuing Bank By: Name: Title: ] [If additional Issuing Banks, add additional signature blocks for consent] [Consented to:]2 TESORO CORPORATION, as Borrower By: Name: Title: ] 2 Consent to be included to the extent required by Sections 9.04(b)(i)(A) of the Credit Agreement. ANNEX 1 to Exhibit A of Credit Agreement STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for all Lenders12 Percentage Amount of Commitment/Loans Assigned Percentage Commitment/ Assigned of Commitment/ Loans13 Loans Loans Commitment/ CUSIP Assignor[s]7 Assignee[s]8 for all Lenders9 Assigned Loans10 Number ________________ $________________ $________________ $ $ % $ $ % $ $ % [7. Trade Date: ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ]11 Effective Date: ________________% __, 20__ The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [8. Trade Date_____________________] By: ]14 Effective DateTitle: , 20 ASSIGNEE [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR._____________________] 9 By: Title: 7 List each Assignor, as appropriate. 10 8 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment Consented to and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: TitleAccepted: [Consented to and]15 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent Agent] 12 [_____________________] By: Name: Title: Consented to: [Consented to J. CREW GROUP, CLIFFS NATURAL RESOURCES INC. .] 13 [_____________________] By: Name: Title: ]:16 15 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Term Loan Agreement.. 13 To be added only if the consent of the Borrower is required by the terms of the Term Loan Agreement. Annex 1 to Assignment and Assumption Standard Terms and Conditions For Assignment and Assumption

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders12 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________$ $ % ________________ $________________ $________________ ________________ $ $ % ________________ $________________ $________________ ________________$ $ % [87. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial LoansRevolving Credit Commitment”, “Extended LoansTranche B-1 Term Commitment,” “Tranche B-2 Term Commitment”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Form of Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNORASSIGNEER] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: NameTitle: [Consented to:]16 SWIFT TRANSPORTATION CO., LLC By: Title: [Consented to J. CREW GROUPto:]17 BANK OF AMERICA, INC. By: Name: Title: ]:16 N.A., as L/C Issuer and Swing Line Lender 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. The consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $___Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ________________% _____________, 20___ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each AssignorThe Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company, as appropriatethe other Loan Parties 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. 10 List each Assignee, as appropriate. 11 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 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 Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]4 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent Agent[, an Issuing Bank and as Swingline Lender]4 By: Name: _________________________________ Title: [Consented to J. CREW GROUP, INC. to:]5 [NAME OF RELEVANT PARTY] By: Name: ________________________________ Title: ]:16 15 4 To be added only if the consent of the Administrative Agent Agent, Issuing Bank 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 Representative and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement. ANNEX 1 ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assignor[s]3 Assignee[s]4 Aggregate Amount of Commitment/Loans Commitment for all Lenders12 Lenders5* Amount of Commitment/Loans Assigned Commitment Assigned* Percentage Assigned of Commitment/ Loans13 Commitment 6 CUSIP Number ________$________ $________ ________% $________ $________ ________% $________ $________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ [7. Trade Date:________________% [8. Trade Date: ]14 __] 7 Effective Date: __________________, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 3 List each Assignor, as appropriate. 10 4 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right 5 ** * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `Form of Assignment and Assumption The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and] 8 Accepted: BANK OF AMERICA, N.A., as Administrative Agent [, New Vehicle Swing Line Lender and Used Vehicle Swing Line Lender] By: Name: _________________________________ Title: [Consented to J. CREW GROUPto:] 9 SONIC AUTOMOTIVE, INC. By: Name: _________________________________ Title: ]:16 15 8 To be added only if the consent of the Administrative Agent Agent, New Vehicle Swing Line Lender or Used Vehicle Swing Line Lender, as applicable, is required by the terms of the Credit Agreement.. 9 To be added only if the consent of the Company is required by the terms of the Credit Agreement. Form of Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Assignor[s]5 Assignee[s]6 FacilityAssigned7 AggregateAmount ofCommitment/Loansfor all Lenders8 Amount of CommitmentofCommitment/Loans for all Lenders12 Amount of CommitmentLoansAssigned PercentageAssigned ofCommitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ____Loans9 CUSIPNumber ____________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: __________________]14 10 Effective Date: __________________, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 5 List each Assignor, as appropriate. 10 6 List each Assignee, as appropriate. 11 7 Fill in the appropriate terminology for the types of facilities Facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Term B Loans”, “Revolving Credit Commitment”, “Refinancing Term Loans”, “Extended Term Loans”, etc.). 12 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Acceptedand]11 Accepted for Recordation in the Register: THE BANK OF AMERICA, N.A.NOVA SCOTIA, as Administrative Agent By: Name: Title: [Consented to J. CREW GROUPto:]12 SCOTIABANK DE PUERTO RICO, INC. as L/C Issuer By: Name: Title: ]:16 15 11 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 12 To be added only if the consent of L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]13 SCOTIABANK DE PUERTO RICO, as Swing Line Lender By: Name: Title: [Consented to]:14 LIBERTY CABLEVISION OF PUERTO RICO LLC By: Name: Title: 13 To be added only if the consent of the Swing Line Lender is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned Aggregate Amount of CommitmentCommitments/Loans for of the applicable Class of all Lenders12 Lenders Amount of Commitmentthe Commitments/Loans of the applicable Class Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________Aggregate Amount of Commitments/Loans of the applicable Class of all Lenders Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders of any Class, as applicable. Dollar Revolving Commitments/Loans Multi-Currency Revolving Commitments/Loans Tranche A Term Commitments/Loans $ $ % ________________ $________________ $________________ ________________ Tranche B Term Commitments/Loans $ $ % ________________ $________________ $________________ ________________[ ] In the event Incremental Term Loans or Incremental Revolving Commitments of any Class are established under Section 2.21 of the Credit Agreement or any new Class of Loans or Commitments is established pursuant to Section 2.22 or 2.23 of the Credit Agreement, refer to the Class of such Loans assigned. $ $ % [8. Trade Date: ]14 Effective Date: , 20 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each The Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”if not already a Lender, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately agrees to deliver to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as Administrative Agent a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and Administrative Questionnaire in which the Assignee intend that designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the minimum assignment amount is to be determined as of the Trade DateAssignee’s compliance procedures and applicable laws, including Federal and State securities laws. `The terms set forth in this Assignment and Assumption above are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ________________, as Assignor, by _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: ________________, as Assignee, by _____________________________ Name: Title: [Consented to and]15 and] Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Agent, by _____________________________ Name: Title: Consented to: [Consented to J. CREW GROUPALLEGION US HOLDING COMPANY INC., INC. By: by _____________________________ Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:] ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of CommitmentAssignor[s] 5 Assignee[s]6 FacilityAssigned AggregateAmount ofCommitment/Loans for all Lenders12 Lenders7 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number PercentageAssignedof Commitment/Loans8 Revolving $ $ ________________ $________________ $________________ % [7. Trade Date: ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ , 20__.9 Effective Date: ________________% [8. Trade Date: ]14 Effective Date: ____, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN BY THE REGISTER THEREFORADMINISTRATIVE AGENT.] 9 ____________________________ 5 List each Assignor, as appropriate. 10 6 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right 7 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed 9 Insert if the Assignor and the Assignee intend that the satisfaction of minimum assignment amount amounts is to be determined as of the Trade Date. `Cleco Power LLC Assignment and Assumption The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]10 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. to:]11 [NAME OF RELEVANT PARTY] By: Name: Title: ]:16 15 _________________________ 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. 11 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank or Swingline Lender) is required by the terms of the Credit Agreement. Cleco Power LLC Assignment and Assumption ANNEX 1

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Percentage Assigned Of Aggregate Amount of All Amount of Commitment/ Outstanding Commitment/Loans Loans CUSIP Commitments/ Assignor[s]5 Assignee[s]6 for all Lenders12 Amount of Commitment/Lenders7 Assigned Number Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number _$_______________ $________________ $________________ [7. Trade Date: ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ]8 Effective Date: ________________% [8. Trade Date: ]14 Effective Date: __, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 5 List each Assignor, as appropriate. 10 6 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 8 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: [Consented to and]15 and]9 Accepted: BANK OF AMERICAMIZUHO BANK, N.A.LTD., as Administrative Agent By: _________________________________ Name: Title: [Consented to J. CREW GROUPto: TECH DATA CORPORATION, INC. as Borrower By: _________________________________ Name: Title: ]:16 15 10 9 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 10 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assignor[s]13 Assignee[s]14 Aggregate Commitments15 Amount of Commitment/Loans for all Lenders12 Amount of Commitment/Commitment/ LC Exposure/ Loans Assigned Percentage Assigned of Commitment/ Loans13 LC Exposure/ Loans16 CUSIP Number ____$____________ $________________ $________________ ________________% ____$____________ $________________ $________________ ________________ % ____$____________ $________________ $________________ ________________% [87. Trade Date: __________]14 17 Effective Date: _________, 20 201[_] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES FOLLOW ____________________________ 13 List each Assignor, as appropriate. 10 14 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 15 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 16 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 17 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR[S] [NAME OF ASSIGNORASSIGNOR[S] By: Name: Title: ASSIGNEE ASSIGNEE[S] [NAME OF ASSIGNEEASSIGNEE[S] By: Name: Title: [Consented to and]15 and]18 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and/or Issuing Bank By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 ____________________________ 18 To be added only if the consent of the Administrative Agent and/or Issuing Bank is required by the terms of the Credit Agreement.. [Consented to:]19 Borrowers FELCOR AUSTIN DOWNTOWN HOTEL, L.L.C. XXXXXX XXXXXX PLAZA OWNER, L.L.C. FELCOR/LAX HOTELS, L.L.C. CHARLESTON XXXXX HOUSE HOTEL, L.L.C. FELCOR SANTA XXXXXX OWNER, L.L.C. FELCOR UNION SQUARE HOTEL, L.L.C. FELCOR ST. XXXX OWNER, L.L.C. FELCOR AUSTIN DOWNTOWN LESSEE, L.L.C. XXXXXX XXXXXX PLAZA LEASING, L.L.C. FELCOR LAX LESSEE, L.L.C. CHARLESTON XXXXX HOUSE LESSEE, L.L.C. FELCOR SANTA XXXXXX LESSEE, L.L.C. FELCOR UNION SQUARE LESSEE, L.L.C. FELCOR ST. XXXX LEASING (SPE), L.L.C. In each case by: By: Name: Title: ___________________________________ 19 To be added only if the consent of the Borrowers are required under Section 12.06(b)(iii)(A). ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor[s]20 Assignee[s]21 Facility Assigned11 Assigned22 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders23 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans24 CUSIP Number _________ $ ________________ $_______$ _________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $$ ________________ $_______$ _________ ____________ % _________ $ ________________ $ _________ ____________ % [87. Trade Date: __________________]14 Effective Date: , 25 18 Include if an Affiliated Lender 19 Include if an Affiliated Lender 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 21 List each Assignee, as appropriate. 11 22 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended LoansTerm B Commitment”, etc.). 12 23 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 24 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 25 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `Affiliated Lender Assignment and Assumption Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] Affiliated Lender Assignment and Assumption The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ][, in its capacity as an Affiliated Lender]26 By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ][, in its capacity as an Affiliated Lender]27 By: Name: Title: [Consented to and]15 and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To be added only 26 Include if the consent of the Administrative Agent is required by the terms of the Credit Agreement.an Affiliated Lender 27 Include if an Affiliated Lender Affiliated Lender Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR AFFLIATED LENDER ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor [s]5 Assignee [s]6 Facility Assigned11 Assigned7 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders12 Lenders8 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans9 CUSIP Number ________________ $________________ $________________ ________________$ $ % ________________ $________________ $________________ ________________ $ $ % ________________ $________________ $________________ ________________$ $ % [8. Trade Date: ]14 10 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 5 List each Assignor, as appropriate. 10 6 List each Assignee, as appropriate. 11 7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. e.g., “Initial LoansSeries A Revolving Credit Commitment”, “Extended Series B Revolving Credit Commitment”, “Revolving Credit Loans”, etc.). 12 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]11 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. to:]12 [L/C Issuer] By: Name: Title: ]:16 15 11 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 12 To be added only if the consent of L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]13 [Swing Line Lender] By: Name: Title: [Consented to]:14 APX GROUP, INC. By: Name: Title: 13 To be added only if the consent of the Swing Line Lender is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for all Lenders12 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% See Schedules attached hereto [87. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 1 1 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEES See Schedules attached hereto SCHEDULE 1 To Assignment and Assumption By its execution of this Schedule, the Assignee agrees to the terms set forth in the attached Assignment and Assumption. Assigned Interests: Facility Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders3 Amount of Commitment/ Loans Assigned3 Percentage Assigned of Commitment/ Loans4 CUSIP Number $ $ % $ $ % $ $ % [NAME OF ASSIGNEE] [and is an Affiliate/Approved Fund of [identify Lender]5] By: NameTitle: 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 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 Select as applicable. [Consented to and]6 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to and]15 Accepted: BANK OF AMERICAto:]7 FAMILY DOLLAR STORES, N.A.INC., as Administrative Agent By: Name: Borrower By Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned Aggregate Commitment Amounts / Credit Exposure for all Banks Amount of Commitment/Loans for all Lenders12 Amount of Commitment/Loans Commitment / Credit Exposure Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number _Commitment/Credit Exposure1 Letter of Credit Facility $_______________ $________________ $____________% Effective Date: _____________ ________________% _____________, 20___ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT BANK AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.TRANSFER] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment / Credit Exposure of all Banks thereunder. [Consented to and]15 Accepted: BANK to:]2 [NAME OF AMERICA, N.A., as Administrative Agent By: Name: RELEVANT PARTY] By Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 2 To be added only if the consent of the Administrative Agent Company [and/or other Applicants] is required by the terms of the Credit Facility Agreement. EXHIBIT B [FORM OF] LOC REQUEST [See attached.] APPLICATION AND AGREEMENT FOR IRREVOCABLE STANDBY LETTER OF CREDIT (this “Application and Agreement”) To: Crédit Agricole Corporate and Investment Bank (“Crédit Agricole CIB” or “you”) Issuing Office:_______________ Date:____________ Application is hereby by the undersigned (“Applicant”) made for the issuance by you of your irrevocable standby letter of credit (the “Credit”) in conformity with your practices and procedures and, to the extent not inconsistent therewith, in accordance with the following instructions:

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor[s]14 Assignee[s]15 Facility Assigned11 Assigned16 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders12 Lenders17 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________Commitment / Loans18 $ $ % ________________ $________________ $________________ ________________ $ $ % ________________ $________________ $________________ ________________$ $ % [8. Trade Date: ]14 19 Effective Date: , ,20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 14 List each Assignor, as appropriate. 10 15 List each Assignee, as appropriate. 11 16 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. e.g., “Initial Term Loans”, “Revolving Credit Commitments”, “Extended Term Loans”, etc.). 12 17 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 18 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 19 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]20 Accepted: DEUTSCHE BANK OF AMERICA, N.A.AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: [Consented to J. CREW GROUPto:]21 DEUTSCHE BANK AG NEW YORK BRANCH, INC. as L/C Issuer By: Name: Title: ]:16 15 20 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans Amount of Percentage Facility Commitment Commitment Assigned of CUSIP Assignor[s]6 Assignee[s]7 Assigned 8 for all Lenders12 Amount of Commitment/Loans Lenders9 Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Commitment 10 Number ________________ $________________ $________________ ________________$ $ % ________________ $________________ $________________ ________________ $ $ % ________________ $________________ $________________ ________________$ $ % [87. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 11 6 List each Assignor, as appropriate. 10 7 List each Assignee, as appropriate. 11 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended LoansRevolving Credit Commitment”, etc.). 12 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `Form of Assignment and Assumption Effective Date: , 20___[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and] 12 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUPto:] 13 VIRGINIA HOLDCO, INC. By: Name: Title: ]:16 15 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Percentage Amount of Amount of Assigned of Facility Commitment/Loans for all Lenders12 Amount of Commitment/Loans Commitment/ CUSIP Assignor[s]7 Assignee[s]8 Assigned9 for all Lenders10 Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Loans11 Number ________________ $________________ $________________ ________________—— $ —— $ —— —— % ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________—— $ —— $ —— —— % [87. Trade Date: ]14 12 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 7 List each Assignor, as appropriate. 10 8 List each Assignee, as appropriate. 11 9 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial LoansRevolving Credit Commitment”, “Extended LoansTerm Loan Commitment”, etc.). 12 10 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 11 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 12 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]13 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. to:]14 [COMPANY] By: Name: Title: ]:16 15 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned2 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders12 Banks Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 Commitment/Loans3 CUSIP Number ________________ $________________ $________________ ________________$ $ % ________________ $________________ $________________ ________________ $ $ % ________________ $________________ $________________ ________________$ $ % [87. Trade Date: ]14 4 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 The terms set forth in this Assignment Agreement are hereby agreed to: ASSIGNOR: Address: Attn: By: Phone: Name: Fax: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial LoansRevolving Credit Commitment”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 ) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders Banks thereunder. 14 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed toNAI-1519170929v11 ASSIGNEE: ASSIGNOR [NAME OF ASSIGNOR] Address: Attn: By: Phone: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: NameFax: Title: [Consented to and]15 AcceptedAccepted and Approved this day of , : BANK OF AMERICA, N.A.AGENT: KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: Accepted and Approved this day of , : [Consented to J. CREW GROUP, INC. THE DAVEY TREE EXPERT COMPANY]5 By: Name: Title: ]:16 15 To _________________________ 5To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.. NAI-1519170929v11 Annex I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AGREEMENT

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned2 Aggregate Amount of Commitment/Loans [Commitments / Revolving Credit Exposures]3 for all Lenders12 Lenders4 Amount of Commitment/Loans Assigned Percentage [Commitment / Revolving Credit Exposure]3 Assigned4 Percentage5 Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________[Commitments / Revolving Credit Exposures] 3 for all Lenders $ $ % ________________ $________________ $________________ ________________ $ $ % ________________ $________________ $________________ ________________$ $ % [87. Trade Date: , 20 ]14 6 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under the Assignment (e.g., “Revolving Credit Agreement”) 3 Use “Revolving Credit Exposure[s]” if Commitments have been terminated; otherwise, use “Commitment[s].” 4 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 5 Set forth, to at least 9 decimals, as a percentage of the Commitments / Revolving Credit Exposures of all Banks thereunder. 6 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]7 Accepted: BANK OF AMERICAUNION BANK, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. to: AVISTA CORPORATION By: Name: Title: ]:16 15 [Consented to: UNION BANK, N.A., as an Issuing Bank By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank By: Name: Title: 7 To be added only included if the such consent of the Administrative Agent is required by the terms of the Credit Agreement.. , as an Issuing Bank By: Name: Title: ]7 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned Aggregate Amount of Commitment/Commitments/ Syndicated Loans for all Lenders12 Lenders Amount of Commitment/Loans Assigned Commitment/ Syndicated Loans/ Competitive Loan Assigned2 Percentage Assigned of Commitments/ Syndicated Loans for all Lenders3 Commitment/ Loans13 CUSIP Number ________________ $________________ $___Syndicated Loans $ $ % Competitive Loans4 N/A $ N/A Effective Date: _____________ ________________% _____________, 20___ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each The Assignee, as appropriateif not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee's compliance procedures and applicable laws, including Federal and state securities laws. 11 Fill in the appropriate terminology for the types ________________________________________________ 2 Must comply with Section 10.04(b)(ii) of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.)Agreement. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 3 Set forth, to at least 9 decimals, as a percentage of the CommitmentCommitments/Syndicated Loans of all Lenders thereunderLenders. 14 To be completed if 4 Specify the Assignor and the Assignee intend that the minimum assignment amount Competitive Loan assigned, including whether it is to be determined as of the Trade Datea Eurocurrency Loan or a Fixed Rate Loan. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: by Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: by Name: Title: [Consented to and]15 and]5 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: by _________________________________ Name: Title: [Consented to J. CREW GROUPto:]6 [BEST BUY CO., INC. By: .] by _________________________________ Name: Title: ]:16 15 ________________________________________________ 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for all Lenders12 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% See Schedules attached hereto [87. Trade Date: ]14 7 7 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: , 20 2 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEES See Schedules attached hereto [NAME OF ASSIGNEEConsented to and]8 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent [, Issuing Lender and Swingline Lender] By: Name: By Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUPto:]9 BLACKHAWK NETWORK HOLDINGS, INC. By: Name: By Title: ]:16 15 8 To be added only if the consent of the Administrative Agent and/or the Swingline Lender and Issuing Lender is required by the terms of the Credit Agreement.. May also use a Master Consent. 9 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. May also use a Master Consent. SCHEDULE 1 To Assignment and Assumption By its execution of this Schedule, the Assignee identified on the signature block below agrees to the terms set forth in the attached Assignment and Assumption. Assigned Interests: Facility Assigned10 Aggregate Amount of Commitment/ Loans for all Lenders11 Amount of Commitment/ Loans Assigned12 Percentage Assigned of Commitment/ Loans13 CUSIP Number $ $ % $ $ % $ $ % [NAME OF ASSIGNEE]14 [and is an Affiliate/Approved Fund of [identify Lender]15] By: Title:

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount to be adjusted by the counterparts to take into account any payments or prepayments made between the Trade Date and the Effective Date. FacilityAssigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (“Revolving Loan” and “Swing Line Loan”). AggregateAmount ofCommitment/Loansfor all Lenders Amount ofCommitment/LoansAssigned PercentageAssigned ofCommitment/LoansSet forth, to at least 9 decimals, as a percentage of the Commitment/Loans for of all Lenders12 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number Lenders thereunder. CUSIPNumber ___________ $____________ $________________ $________________ ________________% ___________ $____________ $________________ $__________% ___________ ________________ % ____$____________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To 0.Xxxxx Date:__________________]To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 and] To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:] To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender) is required by the terms of the Credit Agreement. By: Title: ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor[s]8 Assignee[s]9 Facility Assigned11 Assigned10 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders11 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans12 CUSIP Number ________________ $________________ $________________ ________________$ $ % ________________ $________________ $________________ ________________ $ $ % ________________ $________________ $________________ ________________$ $ % [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 13 8 List each Assignor, as appropriate. 10 9 List each Assignee, as appropriate. 11 10 Fill in the appropriate terminology for the types of facilities Facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Term B-1 Loans or Term B-2 Loans”, “Revolving Credit Commitment”, “Refinancing Term Loans”, “Extended Term Loans”, etc.). 12 11 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 12 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 13 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Acceptedand]14 Accepted for Recordation in the Register: THE BANK OF AMERICA, N.A.NOVA SCOTIA, as Administrative Agent By: Name: Title: [Consented to J. CREW GROUPto:]15 THE BANK OF NOVA SCOTIA, INC. as L/C Issuer By: Name: Title: ]:16 15 14 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 15 To be added only if the consent of L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]16 THE BANK OF NOVA SCOTIA, as Swing Line Lender By: Name: Title: [Consented to]:17 CABLE & WIRELESS LIMITED By: Name: Title: 16 To be added only if the consent of the Swing Line Lender is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders12 Lenders11 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans12 CUSIP Number ________________ $________________ $________________ ________________$ $ % ________________ $________________ $________________ ________________ $ $ % ________________ $________________ $________________ ________________$ $ % [8. Trade Date: ]14 13 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 12 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 13 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]14 Accepted: BANK OF AMERICAWILMINGTON TRUST, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 14 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. IASIS HEALTHCARE LLC By: Name: Title:15 15 No consent of the Borrower shall be required for an assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund or, if an Event of Default under Section 8.01(a) or, solely with respect to the Borrower, Section 8.01(f) of the Credit Agreement has occurred and is continuing, for any assignment to any Assignee. Annex I CREDIT AGREEMENT1 STANDARD TERMS AND CONDITIONS FOR

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned3 Aggregate Amount of Commitment/Loans for of the applicable Class of all Lenders12 Lenders4 Amount of Commitment/Loans of the applicable Class Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________Aggregate Amount of Loans of the applicable Class of all Lenders5 $ $ % ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each The Assignee, as appropriateif not already a Lender, 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 MNPI) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. 11 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Tranche B Term Loans”, “Incremental Term Loans”, “Extended Term Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 4 Must comply with the minimum assignment amounts set forth in Section 9.04(b)(iii)(A) of the Credit Agreement, to the extent such minimum assignment amounts are applicable. 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/aggregate Loans of all Lenders thereunderunder the Credit Agreement. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption above are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] Consented to and Accepted: , as Assignor XXXXXXX XXXXX BANK USA, as Administrative Agent7 By: By: Name: Name: Title: Title: , as Assignee6 Consented to: By: ASCENA RETAIL GROUP, INC., as the Name: Parent Borrower Title: By: Name: Title:8 ANNTAYLOR RETAIL, INC., as the Subsidiary Borrower By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented 6 The Assignee must deliver to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented the Borrowers all applicable Tax forms required to J. CREW GROUP, INCbe delivered by it under Section 2.15(e) of the Credit Agreement. By: Name: Title: ]:16 15 To be added only if the 7 No consent of the Administrative Agent is shall be required by the terms for an assignment of the Credit Agreementany Loan to a Lender, an Affiliate of a Lender or an Approved Fund.

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor[s]6 Assignee[s]7 Facility Assigned11 Assigned8 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders9 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans10 CUSIP Number _________ $ ________________ $_______$ _________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $$ ________________ $_______$ _________ ____________ % _________ $ ________________ $ _________ ____________ % [87. Trade Date: __________________]14 11 Effective Date: __________________, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 6 List each Assignor, as appropriate. 10 7 List each Assignee, as appropriate. 11 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended LoansTerm B Commitment”, etc.). 12 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `Form of Assignment and Assumption The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]12 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUPto:]13 EXOPACK, LLC By: Title: CELLO-FOIL PRODUCTS, INC. By: Name: Title: ]:16 15 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor[s]6 Assignee[s]7 Facility Assigned11 Assigned8 Aggregate Amount of Commitment/Loans Commitment for all Lenders12 Lenders9 Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/ Loans13 Commitment10 CUSIP Number ________________ $________________ $________________ $ $ % $ $ % $ $ % [7. Trade Date: ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 ] 11 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: 6 List each Assignor, as appropriate. 10 7 List each Assignee, as appropriate. 11 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended LoansRevolving Credit Commitment”, etc.). 12 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 10 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment/Loans of all Lenders thereunder. 14 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]12 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUPto:]13 CORECIVIC, INC. ., as Borrower By: Name: Title: BANK OF AMERICA, N.A., as Swingline Lender By: Name: Title: [NAME OF ISSUING LENDER(S)]:16 15 , as Issuing Lender By: Name: Title: 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders3 Amount of Commitment/Loans Assigned Assigned4 Percentage Assigned of Commitment/ Loans13 CUSIP Number Commitment/Loans5 $ $ % $ $ % $ $ % $ $ % [7. Trade Date: ________________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 6 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Term B Loans”, “Incremental Term Loans” , “Extended Term Loans”, “Refinancing Term Loans”, “Revolving Commitments”, “Incremental Revolving Commitments”, “Extended Revolving Commitments”, “Refinancing Revolving Commitments”, etc.). 12 3 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective DateDate 4 Except in the cases of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any class, the amount shall not be less than $5,000,000 (in the case of a Revolving Credit Loan) or, $1,000,000 (in the case of a Term Loan). 13 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 6 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]7 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUPCPI INTERNATIONAL, INC. By: Name: Title: ]:16 15 To Title:]8 7 This date may not be added only if fewer than 5 Business Days after the consent date of assignment unless the Administrative Agent otherwise agrees. 8 To be completed to the extent the Borrower’s consent is required by the terms under Section 10.04(b) of the Credit Agreement.. UBS AG, STAMFORD BRANCH, as Administrative Agent, [Swingline Lender]9 [and Issuing Bank]10 By: Name: Title: By: Name: Title: 9 Reference to Swingline Lender required for an assignment of Revolving Commitments. 10 Reference to Issuing Bank required for an assignment of Revolving Commitments. ANNEX 1 to Assignment and Assumption CPI INTERNATIONAL, INC. CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor Assignee Facility Assigned11 Assigned4 Aggregate Amount of Commitment/Commitment / Loans for all Lenders12 Lenders Amount of Commitment / Loans Assigned3 Percentage Assigned of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans5 CUSIP Number ________________ $________________ $___$ $ % $ $ % $ $ % Effective Date: _____________ ________________% _____________, 20___ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each AssignorThe 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 Loan Parties 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, as appropriateincluding Federal and state securities laws. 10 List each Assignee, as appropriate. 11 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: 4 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial LoansRevolving Commitment”, “Extended LoansRevolving Commitment”, “Refinancing Revolving Commitment” etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 ) 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: ______________________________ Name: Title: [Consented to and]15 and]6 Accepted: BANK OF AMERICACITIBANK, N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to J. CREW GROUPto: REVLON CONSUMER PRODUCTS CORPORATION, INC. as Borrower By: ________________________________ Name: TitleTitle:]7 [Consented to: [●]:16 15 , as Issuing Lender By: ________________________________ Name: Title:]8 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned Aggregate Amount of Commitment/Loans for all Lenders12 Lenders (including any Letter of Credit Draws) * Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right ** Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Base Rate Loans Percentage Assigned of Commitment/Loans22 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 CUSIP Number Eurocurrency Rate Loans $ $ ________% Competitive Bid Loans $ $ _______% Letter of Credit participations interest $ $ _______% Swingline Loan participations interest $ $ _______% [7. Trade Date: ______________]33 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `Effective Date: _____________ ___, 20___ [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: :______________________________ Name: Title: [Consented to and]15 and Accepted: BANK OF AMERICA, N.A., acting in its capacity as Administrative Agent By: Name: Title: BANK OF AMERICA, N.A., acting in its capacity as Swingline Lender By: Name: Title: BANK OF AMERICA, N.A., acting in its capacity as L/C Issuer By: Name: Title: [Consented to J. CREW GROUPto: LIBERTY PROPERTY LIMITED PARTNERSHIP, INC. By: Liberty Property Trust, its general partner By: ____________________ Name: Title: ]:16 15 Title:]44 To be added only if the consent of the Administrative Agent is extent required by the terms of under the Credit Agreement.. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders12 Lenders7 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans13 Commitment/Loans8 CUSIP Number ________________ $________________ $_________ ____________ ______________ ___% ________________ $________________ $_________ ____________ ______ ___________ % ________________ $________________ $_________ ____________ ______ ___% [7. Trade Date: ________________% [8. Trade Date: __]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 5 List each Assignor, as appropriate. 10 6 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 AcceptedReceived by: BANK OF AMERICA, N.A.ABN AMRO Bank N.V., as Administrative Agent ByReceived by: _____________________________ Name: Title: ANNEX 1 TO ASSIGNMENT AND ASSUMPTION [Consented to J. CREW GROUP, INC. By: Name: Title: ___________________]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.10 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assignor Assignee Aggregate Amount of Commitment/Commitment/ Loans for all Lenders12 Lender2 Amount of Commitment/Commitment/ Loans Assigned Percentage Percentage3 Assigned of Commitment/ Loans13 CUSIP Number ___Loans $_____________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ [7. Trade Date: ________________% [__]4 8. Trade Date: ]14 Effective Date: __________________, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor9. 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, as appropriate. 10 List each the Lenders and their Affiliates or their securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Laws, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment including Federal and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 state securities laws.5 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties counterparty to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `5 Insert if Assignee is not already a Lender. Exhibit B-3 Exhibits to Credit Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR6 [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE XXXXXXXX0 [NAME OF ASSIGNEE] By: Name: Title: 6 Include both Fund/Pension Plan and manager making the trade (if applicable). 7 Include both Fund/Pension Plan and manager making the trade (if applicable). Exhibit B-4 Exhibits to Credit Agreement [Consented to and]15 and]8 Accepted: FIRST-CITIZENS BANK OF AMERICA, N.A.& TRUST COMPANY, as Administrative Agent By: Name: Title: [Consented to J. CREW GROUPto:]9 FIRST-CITIZENS BANK & TRUST COMPANY, INC. as Issuing Bank By: Name: Title: ]:16 15 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 9 To be added only if the consent of the Issuing Bank is required by the terms of the Credit Agreement. Exhibit B-5 Exhibits to Credit Agreement [Consented to:]10 SPRUCE POWER 2, LLC, as Borrower By: Name: Title: 10 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned2 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans13 CUSIP Number Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ________________ $________________ $___]4 Effective Date: _____________ ________________% ______________, 20__ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each AssignorThe 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]5 Accepted: BANK OF AMERICA, N.A., as appropriate. 10 List each AssigneeAgent By_________________________________ Title: [Consented to:]6 [BANK OF AMERICA, N.A., as appropriateL/C Issuer][and Swing Line Lender] By________________________________ Title: [XXXXX FARGO BANK, NATIONAL ASSOCIATION, as L/C Issuer] By________________________________ Title: [JPMORGAN CHASE BANK, N.A., as L/C Issuer] By________________________________ Title: [MUFG UNION BANK, N.A., as L/C Issuer] By________________________________ Title: [________________, as L/C Issuer] By________________________________ Title: [VECTREN UTILITY HOLDINGS, INC.] By________________________________ Title: 1 Select as applicable. 11 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, Revolving Commitment,” etc.). 12 Amounts in this column and in the column immediately to the right ) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor[s]6 Assignee[s]7 Facility Assigned11 Assigned8 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders9 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans10 CUSIP Number ________________ $________________ $________________ ________________Revolving Commitment $ $ % ________________ $________________ $________________ ________________ Term Commitment/Term Loans $ $ % ________________ $________________ $________________ ________________$ $ % [87. Trade Date: ]14 11 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 6 List each Assignor, as appropriate. 10 7 List each Assignee, as appropriate. 11 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial LoansRevolving Commitment”, “Extended LoansTerm Commitment”, etc.). 12 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]12 Accepted: BANK OF AMERICA, N.A.KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. to:]13 By: Name: Title: ]:16 15 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 1 Select as applicable. Exhibit A – 1 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders Amount of Commitment/Loans Assigned Amount of Multicurrency Commitment/Multicurrency Loans Assigned Applicable Percentage Assigned of Commitment/ Loans13 CUSIP Number Commitment/Loans Assigned2 $ $ $ % $ $ $ % $ $ $ % Effective Date: [__________] [______ $], 20[________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 ] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: [CONSENTS BEGIN NEXT PAGE] Consented to and]15 and Accepted: MUFG BANK, LTD., as Administrative Agent, Swingline Lender and Issuing Bank By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank By: Name: Title: BANK OF AMERICA, N.A., as Administrative Agent an Issuing Bank By: Name: Title: CITIBANK, N.A., as an Issuing Bank By: Name: Title: THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as an Issuing Bank By: Name: Title: [If additional Issuing Banks, add additional signature blocks for consent] [Consented to J. CREW GROUPto:]3 HOLLYFRONTIER CORPORATION, INC. as Borrower By: Name: Title: ]:16 15 3 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.. (See Section 9.04(b) of the Credit Agreement). ANNEX 1 to Exhibit A for Credit Agreement STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned Aggregate Amount of [Term Loan Commitment/Loans ] [Term Loans] for all Lenders12 Lenders Amount of [Term Loan Commitment/Loans ] [Term Loans] Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number [Term Loan Commitment] [Term Loans]2 Term Loans $ $ % [7. Trade Date: ____________ ]3 _______________________________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 2 Set forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans of all Lenders thereunder. 14 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]4 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: ___________________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: ___________________________________ Title: Consented to and Accepted: [NOVELIS INC., as Borrower] 5 By: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC______________________________________ 4 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. By: Name: Title: ]:16 15 5 To be added only if the consent approval of the Administrative Agent such person is required by the terms of the Credit Agreement.. ANNEX 1 to Assignment and Assumption NOVELIS INC. CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor[s]6 Assignee[s]7 Facility Assigned11 Assigned8 Aggregate Amount of Revolving Credit Commitment/Loans for all Lenders12 Lenders9 Amount of Revolving Credit Commitment/Loans Assigned Percentage Assigned of Revolving Credit Commitment/ Loans13 Loans10 CUSIP Number $ ________________ $________________ $_______$ _________ _________________ % $ ________________ $________________ $_______$ _________ ________________ % $ ________________ $________________ $_______$ _________ _________________ % [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 6 List each Assignor, as appropriate. 10 7 List each Assignee, as appropriate. 11 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”e.g., “Revolving Credit Commitments,” “Extended Loans”, Revolving Credit Agreements,” etc.). 12 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 10 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment/Loans of all Lenders thereunder. 14 [7. Trade Date: ]11 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]12 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. to: [ ] By: Name: Title: ]:16 15 13 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders Amount of Commitment/Loans Assigned Amount of Multicurrency Commitment/Multicurrency Loans Assigned Applicable Percentage Assigned of Commitment/ Loans13 CUSIP Number Commitment/Loans Assigned2 $ $ $ % $ $ $ % $ $ $ % Effective Date: [__________] [______ $], 20[________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 ] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and Accepted: MUFG BANK, LTD., as Administrative Agent, Swingline Lender and Issuing Bank By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank By: Name: Title: BANK OF AMERICA, N.A., as Administrative Agent an Issuing Bank By: Name: Title: CITIBANK, N.A., as an Issuing Bank By: Name: Title: THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as an Issuing Bank By: Name: Title: [If additional Issuing Banks, add additional signature blocks for consent] [Consented to J. CREW GROUPto:]3 XX XXXXXXXX CORPORATION, INC. as Borrower By: Name: Title: ]:16 15 3 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.. (See Section 9.04(b) of the Credit Agreement). ANNEX 1 to Exhibit A for Credit Agreement STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assignor[s]5 Assignee[s]6 Aggregate Commitments7 Amount of Commitment/Loans for all Lenders12 Amount of Commitment/Commitment/ LC Exposure/ Loans Assigned Percentage Assigned of Commitment/ Loans13 LC Exposure/ Loans8 CUSIP Number ____$____________ $____________ __________% $____________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 5 List each Assignor, as appropriate. 10 6 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 [7. Trade Date: __________]9 Effective Date: _________, 201[_] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] REMAINDER OF PAGE INTENTIONALLY LEFT BLANK _________________ 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR[S]: [NAME OF ASSIGNORASSIGNOR[S] By: Name: Title: ASSIGNEE ASSIGNEE[S] [NAME OF ASSIGNEEASSIGNEE[S] By: Name: Title: [Consented to and]15 and]10 Accepted: BANK OF AMERICAXX XXXXXX XXXXX BANK, N.A., as Administrative Agent and/or Issuing Bank By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 Title _________________________ 10 To be added only if the consent of the Administrative Agent and/or Issuing Bank is required by the terms of the Credit Agreement.. [Consent to:]11 FELCOR/JPM HOSPITALITY (SPE), L.L.C., a Delaware limited liability company By: Name: Title: DJONT/JPM HOSPITALITY LEASING (SPE), L.L.C. a Delaware limited liability company By: Name: Title: FELCOR/JPM BOCA RATON HOTEL, L.L.C., a Delaware limited liability company By: Name: Title: DJONT/JPM BOCA RATON LEASING, L.L.C., a Delaware limited liability company By: Name: Title: MIAMI AP HOTEL L.L.C., a Delaware limited liability company By: Name: Title: ___________________________ 11 To be added only if the consent of the Borrowers are required under Section 12.06(b)(iii)(A). ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assignor[s]6 Assignee[s]7 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders8 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________Commitment/Loans 9 $ $ % ________________ $________________ $________________ ________________ $ $ % ________________ $________________ $________________ ________________$ $ % $ $ % 7. [8. Trade Date: ]14 ] 10 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 5 To be added for each Assignee that is an Affiliate of a Lender. 6 List each Assignor, as appropriate. 10 7 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `D-2 Form of Assignment and Assumption D-3 Form of Assignment and Assumption [THE][EACH] ASSIGNEE HEREBY REPRESENTS AND WARRANTS THAT (A) IT HAS REQUESTED AND REVIEWED EACH LIST OF PERSONS REFERRED TO IN THE DEFINITION OF “INELIGIBLE ASSIGNEE” (AS DEFINED IN THE CREDIT AGREEMENT) AND (B) UPON REVIEW, IT IS NOT AN INELIGIBLE ASSIGNEE OR AN AFFILIATE OF AN INELIGIBLE ASSIGNEE. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR[S]: [NAME OF ASSIGNORASSIGNOR(S)] By: Name: Title: ASSIGNEE ASSIGNEE[S]: [NAME OF ASSIGNEEASSIGNEE(S)] By: Name: Title: ANNEX 1 TO ASSIGNMENT AND ASSUMPTION D-4 Form of Assignment and Assumption [Consented to and]15 and]1 Accepted: ROYAL BANK OF AMERICA, N.A.CANADA, as Administrative Agent By: Name: Title: [Consented to J. CREW GROUPto:]2 MIDWEST HOLDING INC., INC. as Borrower By: Name: Title: ]:16 15 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 2 To be added only if the consent of the Borrowers is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned Aggregate Amount of CommitmentCommitments/Loans for of the applicable Class of all Lenders12 Lenders Amount of Commitmentthe Commitments/Loans of the applicable Class Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________Aggregate Amount of Commitments/Loans of the applicable Class of all Lenders Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders of any Class, as applicable. Tranche A Term Loans $ $ % ________________ $________________ $________________ ________________ Tranche B Term Loans $ $ % ________________ $________________ $________________ ________________[ ] In the event Incremental Term Loans of any Class are established under Section 2.21 of the Credit Agreement or any new Class of Loans or Commitments is established pursuant to Section 2.23 of the Credit Agreement, refer to the Class of such Loans assigned. $ $ % [8. Trade Date: ]14 Effective Date: , 20 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each The Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”if not already a Lender, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately agrees to deliver to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as Administrative Agent a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and Administrative Questionnaire in which the Assignee intend that designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the minimum assignment amount is to be determined as of the Trade DateAssignee’s compliance procedures and applicable laws, including Federal and State securities laws. `The terms set forth in this Assignment and Assumption above are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ________________, as Assignor, by _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: ________________, as Assignee, by _____________________________ Name: Title: [Consented to and]15 and] Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Agent, by _____________________________ Name: Title: Consented to: [Consented to J. CREW GROUPALLEGION US HOLDING COMPANY INC., INC. By: by _____________________________ Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:] ANNEX 1 TO AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned Aggregate Amount of Commitment/Commitments/ Syndicated Loans for all Lenders12 Lenders Amount of Commitment/Loans Assigned Commitment/ Syndicated Loans/ Competitive Loan Assigned2 Percentage Assigned of Commitments/ Syndicated Loans for all Lenders3 Commitment/ Loans13 CUSIP Number ________________ $________________ $___Syndicated Loans $ $ % Competitive Loans4 N/A $ N/A Effective Date: _____________ ________________% _____________, 20___ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each The Assignee, as appropriateif not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee's compliance procedures and applicable laws, including Federal and state securities laws. 11 Fill in the appropriate terminology for the types ________________________________________________ 2 Must comply with Section 10.04(b)(ii) of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.)Agreement. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 3 Set forth, to at least 9 decimals, as a percentage of the CommitmentCommitments/Syndicated Loans of all Lenders thereunderLenders. 14 To be completed if 4 Specify the Assignor and the Assignee intend that the minimum assignment amount Competitive Loan assigned, including whether it is to be determined as of the Trade Datea Eurocurrency Loan or a Fixed Rate Loan. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: by Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: by Name: Title: [Consented to and]15 and]5 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: by _________________________________ Name: Title: Consented to:6 [Consented to J. CREW GROUP, INC. By: NAME OF ISSUING LENDER] by _________________________________ Name: Title: ]:16 15 Consented to:7 [NAME OF SWINGLINE LENDER] by _________________________________ Name: Title: Consented to:8 [BEST BUY CO., INC.] by _________________________________ Name: Title: ________________________________________________ 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6 Include a signature block for each Issuing Lender. 7 Include a signature block for each Swingline Lender. 8 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 $1,500,000,000 BEST BUY CO., INC. FIVE-YEAR CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assignor[s]6 Assignee[s]7 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders12 Lenders8 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans9 CUSIP Number ________________ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________(if applicable) $ % [87. Trade Date: ]14 10 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 6 List each Assignor, as appropriate. 10 7 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]11 Accepted: BANK OF AMERICACREDIT SUISSE AG, N.A.CAYMAN ISLANDS BRANCH, as Administrative Agent By: NameTitle: By: Title: [Consented to J. CREW GROUPto:12 [ANALOG DEVICES, INC. INC.][ANALOG DEVICES TECHNOLOGY], as the Borrower, By: Name: Title: ]:16 15 :] 11 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned Aggregate Amount of Revolving Commitment/Loans for all Lenders12 Lenders Amount of Revolving Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number Revolving Commitment/Loans2 Revolving Committed Amount $ ________________ $________________ $$ ________________ _________________ % $ ________________ $________________ $$ ________________ ________________ % $ ________________ $________________ $$ ________________ _________________ % [87. Trade Date: ]14 3 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 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 Revolving Commitment/Loans of all Lenders thereunder. 14 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]4 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUPto:]5 BANK OF AMERICA, INC. N.A., as Swing Line Lender By: Name: Title: [Consented to:]6 BANK OF AMERICA, N.A., as L/C Issuer By: Title: XXXXX FARGO, NATIONAL ASSOCIATION, as L/C Issuer By: Title: [[ ]:16 15 , as L/C Issuer By: Title:] U.S. BANK, NATIONAL ASSOCIATION, as L/C Issuer By: Title: [[ ], as L/C Issuer By: Title:] 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 Swing Line Lender is required by the terms of the Credit Agreement. 6 To be added only if the consent of the L/C Issuers is required by the terms of the Credit Agreement. [Consented to:]7 NORDSTROM, INC. By: Title: 7 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned3 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans13 CUSIP Number Commitment/Loans4 $ $ % $ $ % [7. Trade Date: ________________ $________________ $___]5 effective date: _____________ ________________% _____________, 20___ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each AssignorThe 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]6 Accepted: BANK OF AMERICA, N.A. as Agent By_________________________________ Title: [Consented to:]7 [BANK OF AMERICA, N.A., as appropriate[U.S. Issuing Lender] [U.S. Swingline Lender]] By________________________________ Title: AIRGAS, INC. 10 List each Assignee, as appropriate. 11 By:____________________________ Title: ______________________________ 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, U.S. Revolving Commitment,” etc.). 12 Amounts in this column and in the column immediately to the right * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Dateeffective date. 13 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for all Lenders12 of Assignor prior to Trade Date Amount of Commitment/Loans of Assignee prior to Trade Date Amount of Commitment/Loans Assigned Percentage Assigned Amount of Commitment/ Loans13 CUSIP Number Commitment/Loans of Assignor after Trade Date Amount of Commitment/Loans of Assignee after Trade Date $ $ $ $ $ [7. Trade Date: ________________ $________________ $___]2 Effective Date: _____________ ________________% _____________, 20___ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:__________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________ Title: [Consented to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimalsand]3 Accepted: ABN AMRO Bank N.V., as a percentage of the Commitment/Loans of all Lenders thereunderAdministrative Agent By:_________________________ Title: [Consented to:]4 _________________ 1 Select as applicable. 14 To 2To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To 3To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. 4To be added only if the consent of the Borrower and/or other parties (e.g. L/C Issuer) is required by the terms of the Credit Agreement. 71 BLACK HILLS CORPORATION By:___________________________ Title: [ISSUING AGENTS] By: ______________________________ Title: ANNEX 1 to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor[s]6 Assignee[s]7 Facility Assigned11 Assigned8 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders9 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans10 CUSIP Number ________________ $________________ $________________ Revolving Commitment $ $ % Term Commitment/ Term Loans $ $ % $ $ % [7. Trade Date: ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ]11 Effective Date: ________________% [8. Trade Date: ]14 Effective Date: __, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 6 List each Assignor, as appropriate. 10 7 List each Assignee, as appropriate. 11 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial LoansRevolving Commitment”, “Extended LoansTerm Commitment”, etc.). 12 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]12 Accepted: BANK OF AMERICA, N.A.KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. to:]13 By: Name: Title: ]:16 15 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans for all Lenders12 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ___________See Schedules attached hereto [7. Trade Date: _____ $________________ $____________]4 4 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ____ ________________% ___________, 2_____ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: NameTitle: ASSIGNEE[S] See Schedules attached hereto [Consented to and]5 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By: Title: ASSIGNEE Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender By: Title: Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Issuing Lender By: Title: [NAME OF ASSIGNEE] Consented to:]6 AMERIGAS PROPANE, L.P., as Borrower By: AmeriGas Propane, Inc., its General Partner By: Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. May also use a Master Consent. 6 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. May also use a Master Consent. SCHEDULE 1 To Assignment and Assumption By its execution of this Schedule, [the][each] Assignee agrees to the terms set forth in the attached Assignment and Assumption.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 1 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number 2 $ $ % $ $ % $ $ % Effective Date: ________________ $________________ $________________ ________________% _____________, 201___ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each AssignorThe 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 Borrowers, the other Loan Parties 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. The Borrowers shall be third party beneficiaries of this assumption by the Assignee of the obligations of the Assignor with respect to obligations owing to the Borrowers under the Credit Agreement, as appropriatemodified by this Assignment and Assumption. 10 List each Assignee, as appropriate. 11 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNOR] By: Name: Title: __________________________ 1 Fill in the appropriate terminology for the types of facilities Commitments or Classes of Loans under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.)Assumption. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor Consented to and the Assignee intend that the minimum assignment amount is to be determined Accepted: JPMORGAN CHASE BANK, N.A., as of the Trade Date. `The terms set forth in this Assignment Administrative Agent and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] Issuing Bank By: Name: Title: [Consented to and]15 Accepted: BANK to:]3 [NAME OF AMERICA, N.A., as Administrative Agent RELEVANT PARTY] By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 __________________________ 3 To be added only if the consent of the Administrative Agent Borrowers and/or other parties (e.g. any other Issuing Bank) is required by the terms of the Credit Agreement.. ANNEX 1 to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor[s]4 Assignee[s]5 Facility Assigned11 Assigned6 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders7 Amount of Commitment/Commitment / Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans8 CUSIP Number ________________ $________________ $________________ ________________$ $ % ________________ $________________ $________________ ________________ $ $ % ________________ $________________ $________________ ________________$ $ % [87. Trade Date: ]14 9 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 4 List each Assignor, as appropriate. 10 5 List each Assignee, as appropriate. 11 6 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial LoansRevolving Commitment”, “Extended LoansTerm Commitment”, etc.). 12 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and]10 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. to:]11 By: Name: Title: ]:16 15 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 11 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/Loans [Commitments / Revolving Credit Exposures]2 for all Lenders12 Lenders Amount of Commitment/Loans Assigned Percentage [Commitment / Revolving Credit Exposure]2 Assigned3 Percentage4 Assigned of Commitment/ Loans13 CUSIP Number [Commitments / Revolving Credit Exposures]2 for all Lenders $ $ % $ $ % $ $ % [7. Trade Date: ________________ $, 20__]5 Effective Date: ________________ $______________, 20__ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor2 Use “Revolving Credit Exposure[s]” if the Commitments have been terminated; otherwise, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. use “Initial Loans”, “Extended Loans”, etcCommitment[s].). 12 Amounts in this column and in the column immediately to the right ” 3 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitments / Revolving Credit Exposures of all Lenders thereunder. 14 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and] Accepted: BANK OF AMERICA, N.A.KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. to: AVISTA CORPORATION By: Name: Title: ]:16 15 6 6 To be added only included if the such consent of the Administrative Agent is required by the terms of the Credit Agreement.. XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Assignor[s]6 Assignee[s]7 Facility Assigned11 Assigned8 Aggregate Amount of Commitment/Loans for all Lenders12 Lenders9 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 Loans10 CUSIP Number ________________ $________________ $________________ ________________$ $ % ________________ $________________ $________________ ________________ $ $ % ________________ $________________ $________________ ________________$ $ % [8. Trade Date: ]14 Effective Date: , , 20 . [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 5 Assignee must be a Non-Debt Fund Affiliate. 6 List each Assignor, as appropriate. 10 7 List each Assignee, as appropriate. 11 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Assignment, which shall not include Revolving Facility Commitments or Revolving Facility Loans”, “Extended Loans”, etc.). 12 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor Form of Non-Debt Fund Affiliate Assignment and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `Acceptance The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]15 and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To be added only if the consent Form of the Administrative Agent is required by the terms of the Credit Agreement.Non-Debt Fund Affiliate Assignment and Acceptance ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Assigned Aggregate Amount of Commitment/Loans for all Lenders12 Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ________________Commitment/Loans2 Term Loans $ 150,000,000 $ % ________________ $________________ $________________ ________________ Revolving Loans $ 100,000,000 $ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Effective Date. `: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: CSG SYSTEMS INTERNATIONAL, INC.4 By: Name: Title: [Consented to and]15 Accepted: ROYAL BANK OF AMERICA, N.A.CANADA, as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: ]:16 15 To 3 This date may not be added only if fewer than 5 Business days after the consent date of assignment unless the Administrative Agent otherwise agrees. 4 To be included to the extent consent is required by under Section 10.04(b). [ROYAL BANK OF CANADA, as Swingline Lender [and Issuing Bank]5 By: Name: Title: By: Name: Title:]6 5 Reference to Issuing Bank required for an assignment of Revolving Commitments. 6 Reference to Swingline Lender required for an assignment of Revolving Commitments. ANNEX 1 to Assignment and Assumption Amended and Restated Credit Agreement dated as of [ ], 2012, among CSG Systems International, Inc., a Delaware corporation (“Borrower”), the terms Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I thereto), the Lenders, RBC Capital Markets, Xxxxx Fargo Securities, LLC, HSBC Bank USA, National Association and BBVA Compass, as joint lead arrangers and joint bookmanagers (in such capacity, the “Lead Arrangers”), HSBC Bank USA, National Association and BBVA Compass, as co-documentation agents (in such capacity, “Co-Documentation Agents”), Xxxxx Fargo Bank, National Association, as syndication agent (in such capacity, “Syndication Agent”), Royal Bank of Canada, as swingline lender (in such capacity, “Swingline Lender”), as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Credit Agreement.Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION