Exhibit 10.15
EXECUTION COPY
MASTER ASSIGNMENT AGREEMENT dated as of April
10, 2002 (this "MASTER ASSIGNMENT AGREEMENT"), among
COMPASS MINERALS GROUP, INC., a Delaware corporation
(the "US BORROWER"), the lenders party hereto and
JPMORGAN CHASE BANK, as administrative agent (in such
capacity, the "ADMINISTRATIVE AGENT") for the Existing
Lenders (as defined below).
A. Reference is made to the Credit Agreement dated as of November 28,
2001 (the "EXISTING CREDIT AGREEMENT"), among Salt Holdings Corporation
("HOLDINGS"), the US Borrower, Sifto Canada Inc. (the "CANADIAN BORROWER"), Salt
Union Limited (the "UK BORROWER; together with the US Borrower and the Canadian
Borrower, the "BORROWERS"), the lenders party thereto (the "EXISTING LENDERS"),
the Administrative Agent, ▇.▇. ▇▇▇▇▇▇ Bank Canada, as Canadian Agent, and Chase
Manhattan International Limited, as UK Agent.
B. Reference is made to the Existing Credit Agreement, as amended and
restated as of the date hereof (the "AMENDED AND RESTATED CREDIT AGREEMENT"),
among Holdings, the Borrowers, the Continuing Lenders (as defined below), the
New Term Lenders (as defined below), the Administrative Agent, ▇.▇. ▇▇▇▇▇▇ Bank
Canada, as Canadian Agent, and Chase Manhattan International Limited, as UK
Agent.
C. Pursuant to the Existing Credit Agreement, the Existing Lenders and
the Letter of Credit Issuers have extended, and have agreed to extend, credit to
the Borrowers.
D. The parties hereto have agreed, upon the terms and subject to the
conditions set forth or referred to herein, that the Decreasing Term Lenders (as
defined below) shall sell and assign to the Increasing Term Lenders (as defined
below), and the Increasing Term Lenders shall purchase and assume from the
Decreasing Term Lenders, the interests in and to certain of the Decreasing Term
Lenders' rights and obligations under the Existing Credit Agreement with respect
to the Term Loans of the Decreasing Term Lenders.
E. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to them in the Amended and Restated Credit Agreement.
F. Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, and subject to the conditions set forth
herein, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS. As used herein, the following terms shall
have the meanings herein specified unless the context otherwise requires:
"CONTINUING LENDERS" shall mean all Existing Lenders other than
Departing Lenders.
3
"DECREASING TERM LENDERS" shall mean all Term Lenders with
outstanding Term Loans under the Existing Credit Agreement that (A) are
Departing Lenders or (B) consent to the amendment and restatement of the
Existing Credit Agreement pursuant to the Amended and Restated Credit Agreement
after reducing by an amount specified by such Term Lenders the aggregate
principal amount of such Term Lenders' outstanding Term Loans by means of a
combination of prepayments of such Term Lenders' outstanding Term Loans pursuant
to the Permitted Transactions (as defined in Section 6 below) and assignments of
a portion of such Term Lenders' outstanding Term Loans to one or more Increasing
Term Lenders pursuant to this Master Assignment Agreement, as specified on
Schedule I hereto.
"DEPARTING LENDERS" shall mean all Term Lenders with outstanding
Term Loans under the Existing Credit Agreement that do not consent to the
amendment and restatement of the Existing Credit Agreement pursuant to the
Amended and Restated Credit Agreement.
"INCREASING TERM LENDERS" shall mean the lenders, which may
include Existing Lenders, identified on Schedule I hereto as "Increasing Term
Lenders".
SECTION 2. MASTER ASSIGNMENT DATE. (a) The transactions provided
for in Sections 3, 4 and 5 hereof shall be consummated at a closing to be held
on the Master Assignment Date (as defined below) at the offices of ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇, New York City, New York, or at such other time and place as the parties
shall agree.
(b) The "MASTER ASSIGNMENT DATE" shall be April 10, 2002,
PROVIDED that all the conditions set forth or referred to in Section 6 hereof
shall have been satisfied.
SECTION 3. DELIVERY OF OLD TERM NOTES. On or prior to the Master
Assignment Date, each Decreasing Term Lender, if any, and each Increasing Term
Lender, if any, holding a promissory note evidencing Term Loans shall deliver to
the Administrative Agent, for delivery to and cancelation by the US Borrower as
provided below, all such notes then held by such Decreasing Term Lender and
Increasing Term Lender (collectively, the "OLD TERM NOTES"). Each Decreasing
Term Lender and Increasing Term Lender holding an Old Term Note that fails so to
deliver any of its Old Term Notes hereby agrees to indemnify the US Borrower for
any loss, cost or expense resulting from such failure. Upon the effectiveness of
the Master Assignment Agreement, the Administrative Agent shall release and
deliver the Old Term Notes to the US Borrower for cancelation. Upon cancelation
of the Old Term Notes, new Term Notes will be issued, at the US Borrower's
expense, to any Decreasing Term Lender that is not a Departing Lender and any
Increasing Term Lender (in the case of each such Decreasing Term Lender and
Increasing Term Lender that did not hold any Old Term Notes, if requested by
such Decreasing Term Lender or Increasing Term Lender), to reflect the principal
amount of such Decreasing Term Lender's or Increasing Term Lender's outstanding
Term Loans (after giving effect to the assignments of the Assigned Interests (as
defined below) pursuant to Section 5 below).
5
SECTION 4. FEES AND EXPENSES. On the Master Assignment Date, the
US Borrower shall pay by wire transfer of immediately available funds not later
than 12:00 Noon (New York City time) to the Administrative Agent (a) for the
account of each Decreasing Term Lender, all amounts payable to such Decreasing
Term Lender under the Existing Credit Agreement and (b) for the account of each
applicable payee, all reasonable fees and expenses required (with respect to the
Term Loans assigned by each Decreasing Term Lender pursuant to Section 5 below)
to be paid or reimbursed by any Credit Party under or in connection with this
Master Assignment Agreement, the Amended and Restated Credit Agreement or any
other Credit Document and (in the case of expenses to be reimbursed, including
reasonable fees, charges and disbursements of counsel) invoiced in writing to
any Credit Party on or prior to the Master Assignment Date.
SECTION 5. ASSIGNMENTS. (a) On the Master Assignment Date,
subject to the terms and conditions set forth herein, each of the Decreasing
Term Lenders shall be deemed to have sold and assigned to the Increasing Term
Lenders, and each of the Increasing Term Lenders shall be deemed to have
purchased and assumed from the Decreasing Term Lenders, at the principal amount
thereof plus all unpaid interest accrued to but excluding the Master Assignment
Date in respect thereof, such interests, rights and obligations with respect to
the Term Loans of the Decreasing Term Lenders outstanding on the Master
Assignment Date (such interests, rights and obligations to be referred to herein
as the "ASSIGNED INTERESTS") as shall be necessary in order that, after giving
effect to all such sales and assignments and purchases and assumptions and the
prepayment of Term Loans pursuant to the Permitted Transactions, (i) the
Decreasing Term Lenders will hold the principal amount of Term Loans set forth
under the heading "Decreasing Term Lenders" in the second column on Schedule I
hereto, (ii) the Increasing Term Lenders will hold the principal amount of Term
Loans set forth under the heading "Increasing Term Lenders" in the second column
on Schedule I hereto and (iii) the Term Lenders that are neither Decreasing Term
Lenders nor Increasing Term Lenders (the "UNCHANGED TERM LENDERS") will hold the
principal amount of Term Loans set forth under the heading "Unchanged Term
Lenders" in the second column on Schedule I hereto. Such sales and assignments
and purchases and assumptions shall be without recourse or representation or
warranty, except that each Decreasing Term Lender shall be deemed to have
represented and warranted that it is the legal and beneficial owner of the
interests assigned by it hereunder free and clear of any adverse claim. The
Decreasing Term Lenders (a) make no representation or warranty and assume no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Existing Credit Agreement or the other Credit
Documents or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Existing Credit Agreement or the other Credit
Documents or any other instrument or document furnished pursuant thereto and (b)
make no representation or warranty and assume no responsibility with respect to
the financial condition of Holdings or any of its Subsidiaries or the
performance or observance by Holdings or any of its Subsidiaries of any of its
obligations under the Existing Credit Agreement or the other Credit Documents or
any other instrument or document furnished pursuant thereto.
6
(b) On the Master Assignment Date, subject to the terms and
conditions set forth herein, (i) each Increasing Term Lender purchasing and
assuming the Assigned Interests pursuant to paragraph (a) above shall pay the
purchase price for the Assigned Interests purchased by it pursuant to such
paragraph (a) by wire transfer of immediately available funds to the
Administrative Agent not later than 12:00 Noon (New York City time) and (ii) the
Administrative Agent shall pay to each Decreasing Term Lender selling and
assigning the Assigned Interests pursuant to paragraph (a) above, out of the
amounts received by the Administrative Agent pursuant to clause (i) of this
paragraph (b) and pursuant to Section 4 hereof, the purchase price for the
Assigned Interests assigned by such Decreasing Term Lender pursuant to such
paragraph (a) and the other amounts then owed to such Decreasing Term Lender
under the Existing Credit Agreement (with respect to the Term Loans assigned by
such Decreasing Term Lender pursuant to this Section 5) by wire transfer of
immediately available funds to the account designated by such Decreasing Term
Lender to the Administrative Agent not later than 5:00 p.m. (New York City
time); PROVIDED, HOWEVER that the execution, delivery or effectiveness of this
Master Assignment Agreement shall not affect the US Borrower's obligations
accrued in respect of any principal, interest, fees or other amounts under the
Existing Credit Agreement or discharge or release the Lien or priority of any
pledge agreement or any other security therefor.
(c) Each Increasing Term Lender hereby (i) represents and
warrants that it is duly authorized to enter into and perform the terms of this
Master Assignment Agreement, (ii) confirms that it has received a copy of the
Amended and Restated Credit Agreement and the other Credit Documents, together
with copies of the financial statements referred to therein and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Master Assignment Agreement, (iii)
agrees that it will, independently and without reliance upon any Agent, the
Decreasing Term Lenders or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Amended and Restated
Credit Agreement, (iv) appoints and authorizes the Administrative Agent and the
Collateral Agent to take such action as agent on its behalf and to exercise such
powers under the Amended and Restated Credit Agreement and the other Credit
Documents as are delegated to the Administrative Agent and the Collateral Agent
by the terms thereof, together with such powers as are reasonable and incidental
thereto, (v) confirms that it is an Eligible Transferee, (vi) agrees that it
will perform in accordance with their terms all of the obligations which by the
terms of the Amended and Restated Credit Agreement are required to be performed
by it as a Term Lender, and (vii) agrees to deliver to the Administrative Agent
on or prior to the Master Assignment Date the forms described in Section
10.04(b) of the Amended and Restated Credit Agreement (to the extent required by
such Section).
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(d) Concurrently with the sales and assignments and purchases and
assumptions contemplated by paragraphs (a) and (b) of this Section 5, the
Decreasing Term Lenders shall cease to be parties to the Existing Credit
Agreement and shall be released from all further obligations thereunder and
shall have no further rights to or interest in any of the Collateral, except to
the extent that such Decreasing Term Lenders continue to be Lenders under the
Amended and Restated Credit Agreement; PROVIDED, HOWEVER, that the Decreasing
Term Lenders shall continue to be entitled to the benefits of all expense
reimbursement (until paid in full) and indemnity provisions contained in the
Existing Credit Agreement as in effect immediately prior to the Master
Assignment Date and shall continue to be bound by Section 10.14 of the Existing
Credit Agreement as in effect at such time.
(e) Each of the parties hereto hereby consents to the sales,
assignments, purchases and assumptions provided for in paragraphs (a) and (b)
above, notwithstanding any failure to comply with the requirement of Section
10.04(b) of the Existing Credit Agreement for the execution of an Assignment and
Assumption Agreement, and agrees that each Increasing Term Lender shall be a
party to the Amended and Restated Credit Agreement and, to the extent of the
interests purchased by such Increasing Term Lender pursuant to such paragraphs
or held by such Increasing Term Lender prior to the Master Assignment Date,
shall have the rights and obligations of a Term Lender under the Amended and
Restated Credit Agreement.
8
(f) If the Master Assignment Date shall not occur on the date
specified therefor pursuant hereto, the US Borrower shall indemnify each Lender
for any loss or expense incurred by such Lender as a result of the transactions
to have been consummated by such Lender on such proposed Master Assignment Date
(except that the US Borrower shall not be required so to indemnify such Lender
if the Master Assignment Date shall not occur due to the failure of such Lender
to comply with its obligations hereunder), in each case determined as set forth
in Section 2.17 of the Amended and Restated Credit Agreement in respect of any
failure to borrow or prepay any Term Loan (it being understood and agreed that
the nonoccurrence of the sales and assignments and purchases and assumptions
contemplated by paragraphs (a) and (b) of this Section shall be treated for
purposes of such Section 2.17 as the failure by the US Borrower to repay the
Term Loans of the Decreasing Term Lenders and to borrow from the Increasing Term
Lenders).
(g) The prepayment of Term Loans pursuant to the Permitted
Transactions shall be allocated among the Term Lenders with outstanding Term
Loans under the Existing Credit Agreement so as to achieve the result described
in the first sentence of paragraph (a) of this Section.
SECTION 6. CONDITIONS TO EFFECTIVENESS. This Master Assignment
Agreement shall be effective as of the Master Assignment Date when the following
conditions precedent are satisfied:
(a) The Administrative Agent shall have received duly executed
counterparts of this Master Assignment Agreement that, when taken
together, bear the signatures of the US Borrower, the Increasing Term
Lenders and the Decreasing Term Lenders that are not Departing
Lenders.
(b) The Administrative Agent shall have received duly executed
counterparts of the Amended and Restated Credit Agreement that, when
taken together, bear the signatures of Holdings, the Borrowers, the
Required Lenders and each Term Lender (after giving effect to the
assignments of the Assigned Interests pursuant to Section 5 hereof),
and the Amended and Restated Credit Agreement shall have become
effective simultaneously with or immediately after the assignment of
the Assigned Interests hereunder on the Master Assignment Date.
(c) Prior to or simultaneously with the assignment of the
Assigned Interests hereunder on the Master Assignment Date, pursuant
to Section 7.04(p) of the Existing Credit Agreement as amended and
restated by the Amendment, the US Borrower shall have (a) issued at
least $75,000,000 in aggregate principal amount of Additional Senior
Subordinated Notes for gross cash proceeds (prior to deduction of
underwriting discounts and commissions) of at least $75,000,000 and
(b) used $74,437,500 of Net Cash Proceeds from the issuance of such
Additional Senior Subordinated Notes to prepay the Term Loans
(together, the "PERMITTED TRANSACTIONS").
9
(d) (i) The representations and warranties of each Credit Party
set forth in the Credit Documents shall have been true and correct in
all material respects on and as of the Master Assignment Date with the
same effect as though made on and as of the Master Assignment Date,
except to the extent that such representations and warranties
expressly relate to an earlier date, in which case such
representations and warranties shall have been, to such extent, true
and correct in all material respects as of such earlier date and (ii)
at the time of and immediately after giving effect to the transactions
contemplated by this Master Assignment Agreement, no Default or Event
of Default shall have occurred and be continuing, and the
Administrative Agent shall have received a certificate, dated the
Master Assignment Date and signed by an Authorized Officer of the US
Borrower, to the effect of clauses (i) and (ii) of this sentence.
(e) The Administrative Agent shall have received all reasonable
fees and expenses required to be paid or reimbursed by any Credit
Party under or in connection with this Master Assignment Agreement,
the Amended and Restated Credit Agreement or any other Credit Document
and (in the case of expenses to be reimbursed, including reasonable
fees, charges and disbursements of counsel) invoiced in writing to any
Credit Party on or prior to the Master Assignment Date.
SECTION 7. CONSENTS. Each Departing Lender hereby shall be deemed
to have expressly consented to the consummation of the transactions
set forth in Sections 3, 4 and 5 of this Master Assignment Agreement.
SECTION 8. REPRESENTATIONS AND WARRANTIES. The US Borrower hereby
represents and warrants to the Administrative Agent, the Increasing Term Lenders
and the Decreasing Term Lenders that are not Departing Lenders that:
(a) This Master Assignment Agreement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a
proceeding in equity or at law;
(b) After giving effect to the Amended and Restated Credit
Agreement, the representations and warranties set forth in the Credit
Documents are true and correct in all material respects on and as of
the date hereof with the same effect as though made on and as of the
date hereof, except to the extent such representations and warranties
expressly relate to an earlier date, in which case such
representations and warranties shall be true and correct in all
material respects as of such earlier date; and
(c) After giving effect to the Amended and Restated Credit
Agreement, no Default or Event of Default shall have occurred and be
continuing.
10
SECTION 9. EFFECT OF MASTER ASSIGNMENT AGREEMENT. Except as
expressly set forth in this Master Assignment Agreement, this Master Assignment
Agreement shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Existing Lenders,
the Increasing Term Lenders, the Letter of Credit Issuer, the Administrative
Agent, Holdings or the Borrowers under the Amended and Restated Credit Agreement
or any other Credit Document, and shall not alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements
contained in the Existing Credit Agreement or any other Credit Document, all of
which are ratified and affirmed in all respects and continue in full force and
effect. Nothing herein shall be deemed to entitle Holdings or the Borrowers to a
consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Amended
and Restated Credit Agreement or any other Credit Document in similar or
different circumstances.
SECTION 10. EXPENSES. The US Borrower agrees to pay the
reasonable out-of-pocket costs and expenses incurred by the Administrative Agent
in connection with the preparation of this Master Assignment Agreement (whether
or not the transactions hereby contemplated shall be consummated), including the
reasonable fees, charges and disbursements of Cravath, Swaine & ▇▇▇▇▇, counsel
for the Administrative Agent. The provisions of this Section 10 shall survive
and remain operative and in full force and effect regardless of whether or not
the transactions contemplated hereby are consummated.
SECTION 11. APPLICABLE LAW. THIS MASTER ASSIGNMENT AGREEMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 12. NOTICES. All notices hereunder shall be given in
accordance with the provisions of Section 10.03 of the Amended and Restated
Credit Agreement.
SECTION 13. COUNTERPARTS. This Master Assignment Agreement may be
executed by one or more of the parties to this Master Assignment Agreement on
any number of separate counterparts (including by facsimile transmission), and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument, and shall become effective as provided in Section 6 hereof.
SECTION 14. HEADINGS. The headings of this Master Assignment
Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.
11
IN WITNESS WHEREOF, the parties hereto have caused this Master
Assignment Agreement to be duly executed by their duly authorized officers, all
as of the date and year first above written.
COMPASS MINERALS GROUP, INC.,
by
--------------------------------
Name:
Title:
JPMORGAN CHASE BANK, as
Administrative Agent,
by
--------------------------------
Name:
Title:
SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Bankers Trust Company
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Natexis Banques Populaires
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Pinehurst Trading, Inc.
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Harbour Town Funding LLC
by
------------------------
Name:
Title:
SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Black Diamond International Funding, LTD.
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Blackrock Senior Loan Trust
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Carlyle High Yield Partners III, Ltd.
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Jupiter Funding Trust
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Rosemont CLO, Ltd.
By: Deerfield Capital Management LLC as its
Collateral Manager
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
KZH Waterside LLC
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Nemean CLO, Ltd.
By: ING Capital Advisors LLC, as Investment
Manager
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Oryx CLO, Ltd.
By: ING Capital Advisors LLC, as Collateral
Manager
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Katonah I, Ltd.
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Katonah II, Ltd.
by
------------------------
Name:
Title:
SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Katonah III, Ltd.
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
ELF Funding Trust III
By: New York Life Investment Management, LLC,
as Attorney-in-fact
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Oak Hill Credit Partners I, Limited
By: Oak Hill CLO Management, LLC as
Investment Manager
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Oak Hill Credit Partners II, Limited
By: Oak Hill CLO Management II, LLC as
Investment Manager
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By Pacific Investment Management Company LLC,
as its Investment Advisor
by
------------------------
Name:
Title:
SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Jissekikun Funding, Ltd.
By Pacific Investment Management Company LLC,
as its Investment Advisor
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
PPM Shadow Creek Funding LLC
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Travelers Corporate Loan Fund Inc.
By Travelers Asset Management International
Company, LLC
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
INCREASING TERM LENDERS
TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Columbus Loan Funding Ltd.
By Travelers Asset Management International
Company, LLC
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Credit Lyonnais New York Branch
by
------------------------
Name:
Title:
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Fortis Capital Corp.
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Nationwide Mutual Insurance Company
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Nationwide Life Insurance Company
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
General Electric Capital Corporation
by
------------------------
Name:
Title:
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SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
AIB Debt Management Ltd.
by
------------------------
Name:
Title:
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Protective Life Insurance Company
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
The Sumitomo Trust & Banking Co., Ltd.
New York Branch
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Allstate Life Insurance Company
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
AIMCO CLO Series 2001-A
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Centurion CDO II, Ltd.
By: American Express Asset Management Group
Inc. as Collateral Manager
by
------------------------
Name:
Title:
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
SEQUILS Centurion V, Ltd.
American Express Asset Management Group Inc.
as Collateral Manager
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
KZH Sterling LLC
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
KZH Cypress Tree-1 LLC
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
ARES III CLO Ltd.
By ARES CLO Management LLC, Investment
Manager
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
ARES IV CLO Ltd.
By: ARES CLO Management IV, LP, Investment
Manager
By: ARES CLO ▇▇ ▇▇, LLC, its Managing Member
by
------------------------
Name:
Title:
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
ARES V CLO Ltd.
By: ARES CLO Management V, LP, Investment
Manager
By: ARES CLO GP V, LLC, its Managing Member
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Sankaty Advisors, LLC as Collateral Manager
for Race Point CLO, Limited, as Term Lender
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Sankaty High Yield Partners III, L.P
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Caisse de Depot et Placement du Quebec
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Denali Capital LLC, managing member of DC
Funding Partners LLC, portfolio manager for
DENALI CAPITAL CLO I LTD.
by
------------------------
Name:
Title:
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Constantinus ▇▇▇▇▇ ▇▇▇▇▇ CDO V, Ltd.
By: ▇▇▇▇▇ ▇▇▇▇▇ Management as Investment
Advisor
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
▇▇▇▇▇ ▇▇▇▇▇ CDO III, Ltd.
By: ▇▇▇▇▇ ▇▇▇▇▇ Management as Investment
Advisor
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
▇▇▇▇▇ ▇▇▇▇▇ CDO IV. Ltd.
By: ▇▇▇▇▇ ▇▇▇▇▇ Management as Investment
Advisor
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
▇▇▇▇▇ ▇▇▇▇▇ Institutional Senior Loan Fund
By: ▇▇▇▇▇▇ ▇▇▇▇▇ Management as Investment
Advisor
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
▇▇▇▇▇ ▇▇▇▇▇ Senior Income Trust
By: ▇▇▇▇▇ ▇▇▇▇▇ Management as Investment
Advisor
by
------------------------
Name:
Title:
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
▇▇▇▇▇▇▇ & CO.
By: Boston Management and Research as
Investment Advisor
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Oxford Strategic Income Fund
By: ▇▇▇▇▇ ▇▇▇▇▇ Management
as Investment Advisor
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Senior Debt Portfolio
By: Boston Management and Research
as Investment Advisor
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Ballyrock CDO I Limited
By: Ballyrock Investment Advisors LLC, as
Collateral Manager
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
▇▇▇▇▇ CLO Ltd. 2000-1
by
------------------------
Name:
Title:
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
APEX (IDM) CDO I, Ltd.
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Riviera Funding LLC
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
AIM Floating Rate Fund
By: INVESCO Senior Secured Management, Inc.
As Attorney in fact
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
AMARA-1 FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-advisor
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
by
------------------------
Name:
Title:
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
CERES II FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent (Financial)
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
as Investment Advisor
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1
LTD.
By: INVESCO Senior Secured Management, Inc.
As Subadvisor
by
------------------------
Name:
Title:
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
Metropolitan Life Insurance Company
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
OAK HILL SECURITIES FUND, LP
By: Oak Hill Securities GenPar, LP
Its General Partner
By: Oak Hill Securities MGP, Inc.
Its General Partner
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
OAK HILL SECURITIES FUND, LP
By: Oak Hill Securities GenPar II, LP
Its General Partner
By: Oak Hill Securities MGP II, Inc.
Its General Partner
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
CAPTIVA III Finance, LTD.
as advised by Pacific Investment Management
Company LLC
by
------------------------
Name:
Title:
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
CAPTIVA IV FINANCE, LTD.,
as advised by Pacific Investment Management
Company LLC
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
SEQUILS-MAGNUM, LTD.,
By: Pacific Investment Management Company
LLC, as its Investment Advisor
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
▇▇▇▇▇▇ Leverage Loan CDO 2002-II
By: Prudential Investment Management, Inc.
its attorney in fact.
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
▇▇▇▇▇▇ Diversified Income Trust
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DECREASING TERM LENDERS (OTHER THAN
DEPARTING LENDERS) TO THE MASTER
ASSIGNMENT AGREEMENT
DATED AS OF APRIL 10, 2002
Name of Institution
TCW SELECT LOAN FUND, LIMITED
By: TWC Advisors, Inc. as its Collateral
Manager
by
------------------------
Name:
Title:
SIGNATURE PAGE OF
DEPARTING LENDERS TO THE MASTER
ASSIGNMENT AGREEMENT DATED AS OF
APRIL 10, 2002
Acknowledged and Agreed Solely
as to Sections 3, 4, 5 and 6:
Name of Institution
New Alliance Global CDO, Limited
By: Alliance Capital Management L.P., as
Sub-advisor
By: Alliance Capital Management Corporation,
as General Partner
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DEPARTING LENDERS TO THE MASTER
ASSIGNMENT AGREEMENT DATED AS OF
APRIL 10, 2002
Acknowledged and Agreed Solely
as to Sections 3, 4, 5 and 6:
Name of Institution
HARBOUR TOWN FUNDING TRUST
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DEPARTING LENDERS TO THE MASTER
ASSIGNMENT AGREEMENT DATED AS OF
APRIL 10, 2002
Acknowledged and Agreed Solely
as to Sections 3, 4, 5 and 6:
Name of Institution
Archimedes Funding IV (Cayman), Ltd.
By: ING Capital Advisors LLC, as
Collateral Manager
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DEPARTING LENDERS TO THE MASTER
ASSIGNMENT AGREEMENT DATED AS OF
APRIL 10, 2002
Acknowledged and Agreed Solely
as to Sections 3, 4, 5 and 6:
Name of Institution
Endurance CLO I, Ltd.
c/o ING Capital Advisors LLC, as Portfolio
Manager
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DEPARTING LENDERS TO THE MASTER
ASSIGNMENT AGREEMENT DATED AS OF
APRIL 10, 2002
Acknowledged and Agreed Solely
as to Sections 3, 4, 5 and 6:
Name of Institution
KZH ING-3 LLC
by
------------------------
Name:
Title:
SIGNATURE PAGE OF
DEPARTING LENDERS TO THE MASTER
ASSIGNMENT AGREEMENT DATED AS OF
APRIL 10, 2002
Acknowledged and Agreed Solely
as to Sections 3, 4, 5 and 6:
Name of Institution
Sequils-ING I (HBDGM), Ltd.
By: ING Capital Advisors LLC, as Collateral
Manager
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DEPARTING LENDERS TO THE MASTER
ASSIGNMENT AGREEMENT DATED AS OF
APRIL 10, 2002
Acknowledged and Agreed Solely
as to Sections 3, 4, 5 and 6:
Name of Institution
SKM - LIBERTY VIEW CBO I, LTD.
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DEPARTING LENDERS TO THE MASTER
ASSIGNMENT AGREEMENT DATED AS OF
APRIL 10, 2002
Acknowledged and Agreed Solely
as to Sections 3, 4, 5 and 6:
Name of Institution
Longhorn CDO II, LTD.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers, L.P.
as Investment Advisor
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DEPARTING LENDERS TO THE MASTER
ASSIGNMENT AGREEMENT DATED AS OF
APRIL 10, 2002
Acknowledged and Agreed Solely
as to Sections 3, 4, 5 and 6:
Name of Institution
Longhorn CDO (Cayman) LTD
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers, L.P.
as Investment Advisor
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DEPARTING LENDERS TO THE MASTER
ASSIGNMENT AGREEMENT DATED AS OF
APRIL 10, 2002
Acknowledged and Agreed Solely
as to Sections 3, 4, 5 and 6:
Name of Institution
OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC
as sub-investment manager
by
------------------------
Name:
Title:
SIGNATURE PAGE OF
DEPARTING LENDERS TO THE MASTER
ASSIGNMENT AGREEMENT DATED AS OF
APRIL 10, 2002
Acknowledged and Agreed Solely
as to Sections 3, 4, 5 and 6:
Name of Institution
OCTAGON INVESTMENT PARTNERS III, LTD.
By: Octagon Credit Investors, LLC as
Portfolio Manager
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DEPARTING LENDERS TO THE MASTER
ASSIGNMENT AGREEMENT DATED AS OF
APRIL 10, 2002
Acknowledged and Agreed Solely
as to Sections 3, 4, 5 and 6:
Name of Institution
OCTAGON INVESTMENT PARTNERS IV, LTD.
By: Octagon Credit Investors, LLC as
collateral manager
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DEPARTING LENDERS TO THE MASTER
ASSIGNMENT AGREEMENT DATED AS OF
APRIL 10, 2002
Acknowledged and Agreed Solely
as to Sections 3, 4, 5 and 6:
Name of Institution
PPM SHADOW CREEK FUNDING TRUST
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DEPARTING LENDERS TO THE MASTER
ASSIGNMENT AGREEMENT DATED AS OF
APRIL 10, 2002
Acknowledged and Agreed Solely
as to Sections 3, 4, 5 and 6:
Name of Institution
PPM SPYGLASS FUNDING TRUST
by
------------------------
Name:
Title:
--------------------------------------------------------------------------------
SIGNATURE PAGE OF
DEPARTING LENDERS TO THE MASTER
ASSIGNMENT AGREEMENT DATED AS OF
APRIL 10, 2002
Acknowledged and Agreed Solely
as to Sections 3, 4, 5 and 6:
Name of Institution
NORSE CBO, LTD.
By: Regiment Capital Management, LLC
as its Investment Advisor
By: Regiment Capital Advisors, LLC its
Manager and pursuant to delegated authority
by
------------------------
Name:
Title:
SCHEDULE I
TERM LENDERS AND TERM LOANS
DECREASING TERM LENDERS
Principal Amount of Term Loans
Name of Institution After Assignment of Assigned Interests
------------------- --------------------------------------
Allied Irish Bank $ 5,000,000.00
Credit Lyonnais $ 8,000,000.00
Fortis $ 5,000,000.00
General Electric Capital Corporation II $ 3,000,000.00
Nationwide Life Insurance Co. $ 2,333,333.33
Nationwide Mutual Insurance Company $ 4,666,666.67
Sumitomo $ 3,000,000.00
AIMCO CLO Series 2001-A $ 1,666,666.67
Allstate Life Insurance Company $ 2,333,333.33
Centurion CDO II, Ltd. $ 750,000.00
KZH Cypress Tree-1 LLC $ 750,000.00
KZH Sterling LLC $ 750,000.00
SEQUILS Centurion V Ltd. $ 750,000.00
ARES III CLO Ltd. $ 2,400,000.00
ARES IV CLO Ltd. $ 2,400,000.00
ARES V CLO Ltd. $ 3,200,000.00
Caisse de Depot et Placement du Quebec $ 3,500,000.00
Protective Life Insurance Company $ 2,500,000.00
Denali Capital CLO I, Ltd. $ 3,500,000.00
Costantinus ▇▇▇▇▇ ▇▇▇▇▇ CDO V Ltd. $ 1,597,222.22
▇▇▇▇▇ ▇▇▇▇▇ CDO III, Ltd. $ 958,333.33
▇▇▇▇▇ ▇▇▇▇▇ CDO IV, Ltd. $ 1,277,777.78
▇▇▇▇▇ ▇▇▇▇▇ Inst. Senior Loan Fund $ 1,277,777.78
▇▇▇▇▇ ▇▇▇▇▇ Senor Income Trust $ 1,597,222.22
▇▇▇▇▇▇▇ & Co. $ 3,194,444.44
Oxford Strategic Income Fund $ 319,444.45
Senior Debt Portfolio $ 1,277,777.78
Fidelity Advisor Floating Rate High Income Fund $ 750,000.00
Ballyrock CDO I Limited $ 2,250,000.00
Emerald Orchard Limited $ 3,500,000.00
Apex (IDM) CDO I, Ltd. $ 1,500,000.00
▇▇▇▇▇ CLO Ltd. 2000-1 $ 1,500,000.00
Riviera Funding LLC $ 3,500,000.00
AIM Floating Rate Fund $ 571,428.58
AMARA-1 Finance $ 380,952.39
Avalon Capital Ltd. $ 952,380.95
Avalon Capital Ltd. II $ 1,333,333.33
Ceres II Finance $ 571,428.57
Charter View Portfolio $ 1,714,285.71
Diversified Credit Portfolio $ 380,952.38
Oasis Collateralized High Income Portfolio $ 380,952.38
SEQUILS Liberty Ltd. $ 1,714,285.71
Metropolitan Life Insurance Company $ 8,000,000.00
Oakhill Securities Fund, L.P. $ 2,000,000.00
Oakhill Securities Fund II, L.P. $ 2,000,000.00
Captiva III Finance Ltd. $ 1,000,000.00
Captiva IV Finance Ltd. $ 2,000,000.00
Sequils-Magnum Ltd. $ 2,000,000.00
▇▇▇▇▇▇ Leveraged Loan CDO 2002-II $ 2,500,000.00
▇▇▇▇▇▇ Diversified Income Trust $ 2,500,000.00
TCW Select Loan Fund $ 3,000,000.00
General Electric Capital Corporation I $ 0
New Alliance Global CDO, Ltd. $ 0
Harbour Town Funding Trust $ 0
▇▇▇▇▇▇▇ Sachs Credit Partners $ 0
Archimedes Funding IV, Ltd. $ 0
Endurance CLO 1 Ltd. $ 0
KZH ING-3 LLC $ 0
SEQUILS ING-I HBDGM $ 0
SKM-Libertyview CBO I Limited $ 0
Longhorn CDO (Cayman) Ltd. $ 0
Longhon CDO II, Ltd. $ 0
Octagon Investment Partners II, LLC $ 0
Octagon Investment Partners III, Ltd. $ 0
Octagon Investment Partners IV, Ltd. $ 0
PPM Shadow Creek Funding Trust $ 0
PPM Spyglass Funding Trust $ 0
Norse CBO, Ltd. $ 0
Salomon Brothers Holding Company $ 0
INCREASING TERM LENDERS
Principal Amount of Term Loans
Name of Institution After Assignment of Assigned Interests
------------------- --------------------------------------
JPMorgan Chase Bank $ 500,000.00
Deutsche Bank/Bankers Trust Company $ 500,000.00
Natexis Banques Populaires $ 3,500,000.00
Pinehurst Trading, Inc. $ 1,000,000.00
Harbour Town Funding LLC $ 666,666.66
Race Point CLO, Limited $ 666,666.67
Sankaty High Yield Partners III, LP $ 666,666.67
Black Diamond International Funding Inc. $ 1,000,000.00
Black Rock Senior Loan Trust $ 1,000,000.00
Carlyle High Yield Partners III, Ltd. $ 1,000,000.00
Jupiter Funding Trust $ 1,000,000.00
Rosemont CLO, Ltd. $ 2,000,000.00
Delano Company $ 2,000,000.00
Jissekikun Funding Ltd. $ 1,000,000.00
KZH Waterside LLC $ 1,000,000.00
Nemean CLO Ltd. $ 2,500,000.00
Oryx CLO, Ltd. $ 3,000,000.00
Katonah I, Ltd. $ 500,000.00
Katonah II, Ltd. $ 500,000.00
Katonah III, Ltd. $ 1,000,000.00
ELF Funding Trust III $ 2,000,000.00
Oakhill Credit Partners I, Ltd. $ 3,000,000.00
Oakhill Credit Partners II, Ltd. $ 1,000,000.00
PPM Shadow Creek Funding LLC $ 2,666,666.67
Travelers Corporate Loan Fund Inc. $ 1,000,000.00
Columbus Loan Funding Ltd. $ 1,000,000.00
UNCHANGED TERM LENDERS
Principal Amount of Term Loans
Name of Institution After Assignment of Assigned Interests
------------------- --------------------------------------
None.