Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Term B-1 Loans $ $ % Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: DUCOMMUN INCORPORATED4 By: Name: Title: UBS AG, STAMFORD BRANCH, as Administrative Agent [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 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 an Issuing Bank By: Name: Title: ]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 Revolving Commitments. 7 Reference to Swingline Lender required for an assignment of Revolving Commitments. ANNEX 1 to Assignment and Assumption XXXXXXXX INCORPORATED CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION
Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % Effective Date: _____________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 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”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
Assigned Interest. Facility Assigned (e.g. “U.S. Tranche A Revolving Commitment,” “U.S. Tranche B Revolving Commitment,” “Canadian Revolving Commitment,” “U.S. Term Loans,” or “Canadian Term Loans”) Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder $ $ % $ $ % $ $ % Effective Date: , 20 The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates on or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, 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, including Federal and state securities laws. 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: [Consented to and] Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent] By Title: [Consented to:] [JPMORGAN CHASE BANK, N.A., as Fronting Bank] By Title: ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE
Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans $ $ %
Assigned Interest. Facility Assigned Aggregate Amount of Commitment for all Lenders1 Amount of Commitment Assigned* Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner _________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption
Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders* Amount of Commitment/Loans Assigned* Percentage Assigned of Commitment/Loans1 ____________ $ $ _______% ____________ $ $ _______% ____________ $ $ _______%
Assigned Interest. Assignor[s] Assignee[s] Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans CUSIP Number $ $ % $ $ % $ $ %
Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 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 the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION
Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ $ $ $ $ $ $ $ Trade Date: 3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
Assigned Interest. Aggregate Amount of Amount of Percentage Commitment/Loans Commitment/Loans Assigned of Facility Assigned for all Lenders Assigned Commitment/Loans CUSIP Number --------------------------- ------------------------ ------------------------- ----------------------- ------------------- _____________ $_______________ $_______________ ______________% --------------------------- ------------------------ ------------------------- ----------------------- ------------------- --------------------------- ------------------------ ------------------------- ----------------------- ------------------- _____________ $_______________ $_______________ ______________% --------------------------- ------------------------ ------------------------- ----------------------- -------------------
