Common use of Assigned Interest Clause in Contracts

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:] AON CORPORATION By: Title: Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Commitment/ Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent and LC Bank By: Title: [Consented to:] AON CORPORATION By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to: [ ], as LC Bank By: Title: [COLUMBIA PIPELINE PARTNERS LP, as Borrower] 3 By: CPP GP LLC, its general partner By: Title: 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTFOR

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICACREDIT SUISSE AG, N.A.acting through its Cayman Islands Branch, as Administrative Agent By: Title: [Consented to:] AON CORPORATION By: Title: Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

Assigned Interest. (2) 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and an Issuing Bank By: Title: [Consented to:] AON to:]3 NEWMARKET CORPORATION By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON CORPORATION to:]3 PERKINELMER, INC. By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title: [Consented to:] AON CORPORATION to:]3 FISERV, INC. By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON to:]3 MATERION CORPORATION By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank and Swingline Lender By: Title: [Consented to:] AON CORPORATION to:]3 SPROUTS FARMERS MARKETS HOLDINGS, LLC By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON to:]3 XXXXXX CORPORATION By: Title: ________________________ 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: By Title: ASSIGNEE [NAME OF ASSIGNEE] By: By Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: and Issuing Bank By Title: [Consented to:] AON to:]3 ON SEMICONDUCTOR CORPORATION By: By Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Amount of Commitment/Loans Assigned Commitment/ Percentage Assigned of all Lenders Loans Assigned Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: :_____ _____, 20 20_____ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON CORPORATION to:]3 [UGI ENERGY SERVICES, INC.] By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. (2) 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON CORPORATION to:]3 [UGI ENERGY SERVICES, INC.] By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title: [Consented to:] AON CORPORATION to:]3 X.X. XXXXXX COMPANY By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Amount of Commitment/Loans Assigned Commitment/ Percentage Assigned of Lenders Loans Assigned Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 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: By /s/ Title: ASSIGNEE [NAME OF ASSIGNEE] By: By /s/ Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: By /s/ Title: [Consented to:] AON to:]3 XXXXXX & XXXXX CORPORATION By: By /s/ Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans Commitments for all Lenders(3) Lenders Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Commitment2 Amount of Outstanding Loans Assigned $ $ % $ $ $ % $ $ $ % $ In consideration of the assignment made pursuant to this Assignment and Assumption, Assignee agrees to pay to Assignor on the Effective Date, an amount equal to the “Amount of Outstanding Loans Assigned” set forth in the table above. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICA, N.A., 1 Select as Administrative Agent By: Title: [Consented to:] AON CORPORATION By: Title: applicable. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]3 Accepted: [KeyBank, National Association], as Administrative Agent By: Title: [Consented to:]4 [NAME OF RELEVANT PARTY] By: Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. (2) 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON to:]3 MASCO CORPORATION By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON CORPORATION to:]3 STEPAN COMPANY By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAPNC BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON CORPORATION By: Title: to:]4 WORTHINGTON INDUSTRIES, INC. 3 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 4 To be added only if the consent of the Company is required by the terms of the Credit Agreement. By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON CORPORATION By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:]3 ZEBRA TECHNOLOGIES CORPORATION By: Title: 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON to:]3 AMERICAN CAPITAL ACQUISITION CORPORATION By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON CORPORATION to:]3 STEPAN COMPANY By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON CORPORATION to:]3 AMTRUST FINANCIAL SERVICES, INC. By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. (2) Select as applicable. Aggregate Amount of Amount of Percentage Assigned Commitment/Loans for all Lenders(3) Amount Commitment/ of Lenders Loans Assigned Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON CORPORATION to:]3 CHICO’S FAS, INC. By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. (2) 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Amount of Commitment/Loans Assigned Commitment/ Percentage Assigned of all Lenders Loans Assigned Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: ________________, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON CORPORATION to:]3 AMERICAN MEDICAL SYSTEMS, INC. By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders $ $ $ Amount of Commitment/Commitment/ Loans Assigned $ $ $ Percentage Assigned of Commitment/Loans(14) CUSIP Number $ $ Loans 2 % $ $ % $ $ % 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: By Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent ByBy Title: By Title: [Consented to:] AON CORPORATION By: 3 MAXIM INTEGRATED PRODUCTS, INC. By Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Commitment/ Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: By Title: ASSIGNEE [NAME OF ASSIGNEE] By: By Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: By Title: [Consented to:] AON CORPORATION By: to:]3 ELECTRONIC ARTS INC. By Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON CORPORATION to:]3 MEASUREMENT SPECIALTIES, INC. By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. (2) 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % [7. Trade Date: ]3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE THE PAYING AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and and]4 Accepted: BANK OF AMERICA, N.A.KEYBANK NATIONAL ASSOCIATION, as Administrative Paying Agent By: Title: [Consented to:] AON CORPORATION to:]5 By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title: [Consented to:] AON CORPORATION to:]3 FISERV, INC. By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON to:]3 ANALOGIC CORPORATION By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEEASSIGNOR] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON CORPORATION By: Title: 3 1 Select as applicable 2 Set forth, to at least 9 decimals, as . As a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. MATERION CORPORATION By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAPNC BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON CORPORATION to:]4 WORTHINGTON INDUSTRIES, INC. By: Title: 3 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 4 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON to:]3 JDS UNIPHASE CORPORATION By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans 2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON CORPORATION 3 THE ADVISORY BOARD COMPANY By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) Select as applicable. Class Assigned2 Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICA2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Dollar Commitment”, N.A.“Multicurrency Commitment”, as Administrative Agent By: Title: [Consented to:] AON CORPORATION By: Title: etc.). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT701067097.3 11262547 2 [Consented to and]4 Accepted: SUNTRUST BANK, as Administrative Agent By: Title: SUNTRUST BANK, as Issuing Bank By: Title: [Consented to:]5 PENNANTPARK INVESTMENT COMPANY By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. (2) 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title: [Consented to:] AON CORPORATION to:]3 WATSCO, INC. By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON CORPORATION to:]3 NATIONAL GENERAL HOLDINGS CORP. By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title: [Consented to:] AON CORPORATION By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT[Consented to:]3 XXXXXXX OUTDOORS INC. By: Title:

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] AON to:]3 CENTRAL XXXXXX GAS & ELECTRIC CORPORATION By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent and an Issuing Bank By: Title: [Consented to:] AON to:]3 NEWMARKET CORPORATION By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. (2) Select as applicable. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number $ $ % $ $ % Loans2 DIP Loan Commitment $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANK OF AMERICA, N.A.WILMINGTON TRUST COMPANY, as Administrative Agent By: Title: [Consented to:] AON CORPORATION ByName: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION ACCEPTANCE AGREEMENT

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: By Title: ASSIGNEE [NAME OF ASSIGNEE] By: By Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: By Title: [Consented to:] AON to:]3 ATMOS ENERGY CORPORATION By: By Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTACCEPTANCE