EXHIBIT 10.7E
MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT
This Master Assignment and Assumption Agreement (this "Agreement") is
made as of February 13, 2004 by and among CapitalSource Finance LLC
("Assignee"), Infocrossing Agent, Inc., as agent for the several Lenders party
to the Loan Agreement described below (in such capacity, the "Agent"), the
Lenders listed on the signature pages hereto (collectively, the "Assignors"),
Infocrossing, Inc., a Delaware corporation ("Borrower"), Infocrossing Services,
Inc. a Delaware corporation ("ISI"), ETG, Inc., a Delaware corporation ("ETG"),
AmQUEST, Inc. ("AQI"), a Georgia corporation, and AmQUEST Services, Inc., a
Georgia corporation ("AQSI", and together with ISI, ETG and AQI, the
"Subsidiaries"). All capitalized terms used in this Agreement and not otherwise
defined herein will have the respective meanings set forth in the Loan
Agreement.
RECITALS:
WHEREAS, each Assignor made certain Loans and other financial
accommodations to Borrower pursuant to that certain Term Loan Agreement dated as
of October 21, 2003 (the "Loan Agreement") by and among Agent, the Assignors and
Borrower;
WHEREAS, pursuant the terms and conditions hereof, each Assignor wishes
to sell all of its respective rights, title and interests in the Loans (in the
respective principal amounts set forth on Schedule I hereto under the column
titled "Principal Amount on the Effective Date") and other Loan Obligations
owing to it and all of its rights, title and interests in, to and under the Loan
Agreement and other Loan Documents, and to assign and transfer all duties and
obligations thereunder, to the Assignee in exchange for their respective Gross
Purchase Proceeds (as defined below) and for other good and valid consideration,
the receipt and sufficiency of which hereby are acknowledged; and
WHEREAS, the Assignee is willing to acquire such Loans and other Loan
Obligations and assume all rights, title and interests under the Loan Agreement
and other Loan Documents as aforesaid, subject to the terms and conditions
hereof.
NOW, THEREFORE, in consideration of the foregoing premises and the
agreements, provisions, and covenants herein contained, Agent, each Assignor,
the Assignee and the Borrower hereby agree as follows:
1. ASSIGNMENT, DELEGATIONS, AND ACCEPTANCE
1.1 Conveyance of Loans and other Loan Obligations. Based on the
representations, warranties and covenants contained herein, each Assignor hereby
irrevocably sells and assigns to the Assignee, without recourse (except to the
extent arising from a breach of a representation or warranty made by such
Assignor hereunder), and the Assignee hereby irrevocably purchases and acquires,
all of the right, title and interest, legal or equitable, of such Assignor in
and to: (i) all of its Loans (and all proceeds thereof and collections thereon
and including all interest and fees received or receivable by such Assignor, if
any, with respect to such Loans and the other Loan Obligations relating to the
period after the Effective Date (as defined herein) (it being hereby agreed that
such Assignor shall hold all such proceeds in trust for the benefit of Assignee
and shall turn over such proceeds promptly upon receipt thereof)); and (ii) all
of the other Loan Obligations owing or payable to such Assignor, together with
all right, title and interest in, to and under the Loan Documents, including its
Commitment, and to the proceeds of any related insurance policies and the
related Liens and Collateral securing such Loans and the other Loan Obligations
(collectively, the "Assigned Interests;" provided, that, "Assigned Interests" of
any Assignor shall not include, and such Assignor shall not be deemed to have
relinquished, such Assignor's rights under Sections 2.7, 2.8(a), 2.9, 9.5(c) or
9.5(d) of the Loan Agreement to the extent such rights relate to the time prior
to the Effective Date; provided, further, that, for the avoidance of doubt, the
Assigned Interests of any Assignor shall not include, and nothing in this
Agreement is intended to effect a sale or assignment by such Assignor of, the
option to purchase up to 750,000 shares of Common Stock, par value $.01 per
share, of the Borrower, currently owned by Xxxx Xxxxxxxx). By its execution of
this Agreement, each Assignor agrees (i) it hereby relinquishes its rights with
respect to its portion of the Assigned Interests and (ii) that after giving
effect to the sale and assignment effectuated hereby, no Loans or other Loan
Obligations (except to the extent expressly provided otherwise herein) are or
will be owing to it and such Assignor no longer holds any Commitment. The
parties hereto intend the sale of the Assigned Interests hereunder to be a true
sale by each Assignor to the Assignee that is absolute and irrevocable and that
provides the Assignee with the full and complete benefits of ownership of the
Assigned Interests. The sale and assignment of the Assigned Interests hereunder
is without representation or warranty, except as expressly provided in this
Agreement.
1.2 Payment by the Assignee and Borrower.
(a) The Assignee shall pay to each Assignor (or its designees) such Assignor's
Gross Purchase Proceeds in accordance with this Section 1.2.
(i) On the Effective Date and subject to the terms and
conditions herein set forth, the Assignee shall pay to each Assignor by
wire transfer, pursuant to the instructions contained on Schedule II
hereto for such Assignor, not later than 3:00 p.m. (New York time), the
amount set forth on Schedule I hereto opposite the name of such
Assignor in the column titled "Net Purchase Price" (such Assignor's
"Net Purchase Proceeds"), which Net Purchase Proceeds of such Assignor
equals the amount by which (x) the gross purchase price set forth on
Schedule I hereto opposite the name of such Assignor in the column
titled "Gross Purchase Price" (each such amount with respect to an
Assignor, its "Gross Purchase Proceeds"), exceeds (y) the sum of (I)
such Assignor's pro rata portion of the $311,718.75 fee payable to Xxxx
Capital Partners (the "Xxxx Fee") in connection with the transactions
contemplated hereby (such Assignor's "Portion of the Xxxx Fee"), plus
(II) such Assignor's pro rata portion of attorneys' fees in the amount
of $25,000 owing to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP (the
"Legal Fee") in connection with the transactions contemplated hereby
(such Assignor's "Portion of the Legal Fee").
(ii) On the Effective Date and subject to the terms and
conditions herein set forth, Assignee shall pay (i) to Xxxx Capital
Partners by wire transfer, pursuant to the instructions contained on
Schedule II hereto for Xxxx Capital Partners, not later than 3:00 p.m.
(New York time), the Xxxx Fee, and each Assignor hereby authorizes
Assignee to make payment of its Portion of the Xxxx Fee in accordance
with the terms hereof on behalf of such Assignor, and (ii) to Xxxx,
Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP by wire transfer, pursuant to
the instructions contained on Schedule II hereto for Xxxx, Weiss,
Rifkind, Xxxxxxx & Xxxxxxxx LLP, not later than 3:00 p.m. (New York
time), the Legal Fee, and each Assignor hereby authorizes Assignee to
make payment of its Portion of the Legal Fee in accordance with the
terms hereof on behalf of such Assignor. Each Assignor agrees and
acknowledges to and for the benefit of Assignee that receipt of the
Xxxx Fee and the Legal Fee by the entities listed above shall
constitute receipt by such Assignor of its pro rata share of such
amounts for purposes of effectuating the assignment and assumption
contemplated hereby.
(b) On the Effective Date and subject to the terms and conditions herein set
forth, Borrower shall pay to each Assignor by wire transfer, pursuant to the
instructions contained on Schedule II hereto for such Assignor, not later than
3:00 p.m. (New York time), all accrued and unpaid interest through the date
hereof in respect of such Assignor's Assigned Interest (the amount of which is
set forth on Schedule I hereto opposite the name of such Assignor in the column
titled "Accrued Interest Amount") (such Assignor's "Accrued Interest Amount").
1.3 Acceptance by Assignee. As of the Effective Date, pursuant to this
Agreement, the Assignee acknowledges its receipt and acceptance of the Assigned
Interests and all other related interests in the Collateral and under the Loan
Documents and hereby assumes all obligations and duties of each Assignor under
the Loan Agreement and the other Loan Documents. The Assignee (i) appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under the Loan Agreement and the other Loan Documents as are
delegated to the Agent by the terms thereof, together with such powers as are
reasonably incidental thereto, and (ii) agrees that it shall perform all of the
obligations which by the terms of the Loan Agreement are required to be
performed by it as a Lender in accordance with their terms.
1.4 Consents to Assignment. By their respective signatures below, Agent,
Borrower and each Subsidiary of Borrower hereby consent to the assignment
described in Section 1.1 above whether or not in compliance with the terms of
the Loan Agreement.
1.5 Agent's Fee. On the Effective Date, and subject to the terms and conditions
herein contained, Borrower shall pay to the Agent by wire transfer of
immediately available funds, pursuant to the instructions contained on Schedule
II hereto for the Agent, no later than 3:00 p.m. (New York time), the amount of
$4,000, constituting the registration and processing fee pursuant to Section
9.6(e) of the Loan Agreement.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS
2.1 Assignee's Representations, Warranties and Covenants. Assignee
hereby represents, warrants, and
covenants to and for the benefit of each Assignor as follows:
(a) This Agreement is a legal, valid, and binding agreement of Assignee,
enforceable according to its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws affecting creditors' rights generally and general equitable principles
(whether considered in a proceeding in equity or at law);
(b) Assignee has full power and authority to enter into, execute, deliver and
carry out the terms of this Agreement and to incur the obligations provided for
herein, all of which have been duly authorized by all proper and necessary
action and are not prohibited by the organizational instruments of Assignee;
(c) Assignee is familiar with transactions of the kind and scope reflected in
this Agreement, the Loan Agreement and the other Loan Documents;
(d) Assignee has made its own independent investigation of the financial
condition and affairs of the Borrower, has conducted its own evaluation of the
Loan Agreement and the other Loan Documents and the Borrower's creditworthiness,
has made its decision to consummate the transactions contemplated hereby
independently and without reliance upon Assignors, and will continue to do so;
(e) Assignee acknowledges and agrees that Assignors make no representation or
warranty and assume no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Loan Agreement
or with respect to the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Agreement, any other Loan Document
or any other instrument or document furnished pursuant thereto, and (ii) except
as set forth in Section 2.2(e), the performance or observance by Borrower or any
of its Subsidiaries or Affiliates of any of their respective obligations under
the Loan Agreement, any other Loan Document or any other instrument or document
furnished to pursuant thereto;
(f) Assignee has received a copy of the Loan Agreement, together with copies of
financial statements delivered pursuant thereto, and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Agreement; and
(g) Assignee has total assets in excess of $5,000,000, as required pursuant to
Section 9.6(c) of the Loan Agreement.
2.2 Assignors' Representations, Warranties and Covenants. Each Assignor hereby
severally, and not jointly and severally, represents, warrants and covenants to
and for the benefit of Assignee as follows:
(a) such Assignor has full power and authority to enter into, execute, deliver
and carry out the terms of this Agreement and to incur the obligations provided
for herein, all of which have been duly authorized by all proper and necessary
action and are not prohibited by the organizational instruments of such
Assignor;
(b) such Assignor is the legal and beneficial owner of its portion of the
Assigned Interests and the Note, if any, delivered to Borrower by it pursuant to
Section 1.2 above, free and clear of any adverse claim, Lien, encumbrance,
security interest, restriction on transfer (other than those set forth in
Section 9.6 of the Loan Agreement), purchase option, call or similar right of a
third party;
(c) this Agreement is a legal, valid and binding agreement of such Assignor,
enforceable according to its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws affecting creditors' rights generally and general equitable principles
(whether considered in a proceeding in equity or at law);
(d) as of the Effective Date, the outstanding principal amount of the Loans made
by such Assignor is equal to the Gross Purchase Price set forth on Schedule I
hereto opposite the name of such Assignor in the column titled "Gross Purchase
Price";
(e) as of the Effective Date, no Event of Default under Section 7(a) of the Loan
Agreement has occurred and is continuing in respect of principal and/or interest
owing to such Assignor; and
(f) there are no Non-Excluded Taxes levied against such Assignor or otherwise in
effect with respect to such Assignor, on the Closing Date in respect of its Loan
Obligations.
3. CONDITIONS PRECEDENT
3.1 Effective Date. The assignments by the Assignors and the
acceptances by Assignee effectuated under Sections 1.1, 1.2 and 1.3 above shall
be and are effective, and Assignee will become and is a Lender with respect to
the Assigned Interests under the Loan Agreement, upon the date (the "Effective
Date") that all of the following conditions are satisfied:
(a) The execution and delivery by each of the parties hereto of this Agreement.
(b) Payment to each Assignor of its respective Net Purchase Proceeds and Accrued
Interest Amount by the appropriate parties, payment to Xxxx Capital Partners of
the Xxxx Fee pursuant to Section 1.2 and payment to Xxxx, Weiss, Rifkind,
Xxxxxxx & Xxxxxxxx LLP of the Legal Fee pursuant to Section 1.2.
(c) Payment by Borrower to the Agent of the registration and processing fee
pursuant to Section 1.5 of this Agreement.
(d) Delivery to Borrower of all Notes issued, if any, to each Assignor under the
Loan Agreement and the execution and delivery by Borrower to Assignee of a new
promissory note(s) (the "New Notes") in the original aggregate principal amount
of $24,937,500.
(e) The acceptance and recording by the Agent in the Register of this executed
Agreement, which acceptance and recording shall occur on the date hereof.
(f) Payment by the Borrower of a non-refundable $25,000 closing and amendment
fee to the Assignee, the receipt of which hereby is acknowledged by the
Assignee.
4. EXPENSES AND FEES
Borrower acknowledges that its obligations to reimburse reasonable
expenses incurred by the Agent and the Assignors as provided under the Loan
Agreement and the other Loan Documents shall survive the date hereof to the
extent provided in the Loan Agreement or such Loan Document.
5. INDEMNIFICATION
(a) (i) Borrower, for itself and on behalf of each of its Subsidiaries,
hereby agrees, jointly and severally, to indemnify, pay, defend and hold
harmless the Assignee and its officers, directors, employees, agents and
attorneys from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments suits, claims, costs and expenses
(including all reasonable fees and expenses of counsel to such Persons) of any
kind or nature whatsoever that may be imposed on, incurred by, or asserted
against such Person arising out of or by reason of (x) any action or inaction by
any Assignor or (y) any litigations, investigations, claims or proceedings which
arise out of or are in any way related to the Loan Agreement or the other Loan
Documents in each case, to the extent relating to any of the transactions
occurring thereunder prior to the effectiveness of this Agreement, but excluding
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments suits, claims, costs and expenses (including all reasonable fees and
expenses of counsel to such Persons) of any kind or nature whatsoever that may
be imposed on, incurred by, or asserted against such Person to the extent
arising out of or by reason of such Person's gross negligence or willful
misconduct (collectively, the "Prior Claims"); and (ii) Borrower, for itself and
on behalf of each of its Subsidiaries, hereby absolutely, fully,
unconditionally, and irrevocably, releases, relieves, absolves, acquits, and
discharges the Assignee and its officers, directors, employees, agents and
attorneys from any and all Prior Claims, and Borrower and its Subsidiaries each
acknowledges that no such Prior Claims are assumed by the Assignee hereunder or
otherwise.
(b) Borrower, for itself and on behalf of each of its Subsidiaries,
hereby confirms that they shall remain obligated to each Assignor and, to the
extent entitled under the Loan Documents, its Affiliates and the members,
partners, directors, officers, employees, agents and advisors of such Assignor
and its Affiliates with respect to its ongoing indemnification obligations under
the Loan Documents which are for the benefit of "Lenders" (or such other
Persons) thereunder, with respect to such Assignor's tenure as a Lender, to the
extent such obligations expressly survive the payment of the Loans and/or the
termination of the Loan Documents.
6. NOTICES
The parties hereto expressly agree that the address set forth below
Assignee's signature hereunder shall serve as Assignee's initial notice address
under the Loan Agreement and the other Loan Documents.
7. AMENDMENTS AND WAIVERS
No amendment, modification, termination, or waiver of any provision of
this Agreement shall be effective without the written concurrence of each of the
parties hereto. No delay on the part of any party hereto in the exercise of any
right or remedy shall operate as a waiver thereof, and no single or partial
exercise by any party hereto of any right or remedy shall preclude other or
further exercise thereof or the exercise of any other right or remedy.
8. SEVERABILITY; CONFLICTS; SECURITIES
Whenever possible, each provision of this Agreement will be interpreted
in such manner as to be effective and valid under applicable law. In the event
any provision of this Agreement is or is held to be invalid, illegal, or
unenforceable under applicable law, such provision will be ineffective only to
the extent of such invalidity, illegality, or unenforceability, without
invalidating the remainder of such provision or the remaining provisions of the
Agreement. In addition, in the event any provision of or obligation under this
Agreement is or is held to be invalid, illegal, or unenforceable in any
jurisdiction, the validity, legality, and enforceability of the remaining
provisions or obligations in any other jurisdictions will not in any way be
affected or impaired thereby. In the event of any conflict between any term,
covenant or condition of this Agreement and any term, covenant or condition of
any of the Loan Documents, the provisions of this Agreement shall control and
govern. For purposes of this Section 8, to the extent that any provisions of any
of the Loan Documents provide rights, remedies and benefits to Assignee, as a
Lender, that exceed the rights, remedies and benefits provided to Assignee under
this Agreement, such provisions of the applicable Loan Documents shall be deemed
to supplement (and not to conflict with) the provisions hereof. The transactions
contemplated hereby represent commercial transactions and not investments and
not transactions in securities for purposes of any securities laws.
9. SECTION TITLES
Section and Subsection titles in this Agreement are included for
convenience of reference only, do not constitute a part of this Agreement for
any other purpose, and have no substantive effect.
10. SUCCESSORS AND ASSIGNS
This Agreement will be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
11. GOVERNING LAW; JURISDICTIONS, SERVICE OF PROCESS, VENUE
This Agreement shall be governed by and construed in accordance with
the internal laws of the State of New York without giving effect to its choice
of law provisions.
12. WAIVER OF JUST TRIAL
EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING UNDER THE LOAN DOCUMENTS OR IN
ANY WAY CONNECTED WITH OR INCIDENTAL TO THE DEALINGS OF THE PARTIES WITH RESPECT
TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY, WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE. EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES TO THE WAIVER OF
THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.
13. COUNTERPARTS
This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which, when so
executed and delivered, will be deemed an original and all of which shall
together constitute one and the same instrument. Any such counterpart which may
be delivered by facsimile or electronic transmission shall be deemed the
equivalent of an originally signed counterpart and shall be fully admissible in
any enforcement proceedings regarding this Agreement.
14. FURTHER ASSURANCES
Borrower, Assignee and each Assignor will, at the cost and expense of
Borrower, cause to be promptly and duly taken, executed, acknowledged and
delivered all such further acts, documents and assurances as may from time to
time be necessary, or as any other party hereto from time to time reasonably may
request, in order to carry out the intent and purposes of this Agreement and the
transactions contemplated herein, including, but not limited to, executing any
documents necessary to evidence the transfer of the Assigned Interests from the
Assignors to Assignee.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the
date first written above.
Assignee:
CAPITAL SOURCE FINANCE LLC
By: /s/ XXXXXX XXXXXX
Name: Xxxxxx Xxxxxx
Title: General Counsel
Notice Address:
0000 Xxxxxxx Xxxxxx, 00xx xxxxx
Xxxxx Xxxxx, XX 00000
=========================
Assignor:
MIDOCEAN CAPITAL INVESTORS, L.P., as a Lender
By: MidOcean Capital Partners, L.P., its general
partner
By: Existing Fund GP, Ltd., its general
partner
By: /s/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: ________________
Assignor:
SANDLER CAPITAL PARTNERS V, L.P., as a Lender
By: Sandler Investment Partners, L.P., General Partner
By: Sandler Capital Management,
General Partner
By: MJDM Corp., a General
Partner
By: /s/ XXXXX XXXXXXXX
Name: Xxxxx Xxxxxxxx
Title: President
Assignor:
SANDLER CAPITAL PARTNERS V FTE, L.P., as a Lender
By: Sandler Investment Partners, L.P., General Partner
By: Sandler Capital Management,
General Partner
By: MJDM Corp., a General
Partner
By: /s/ XXXXX XXXXXXXX
Name: Xxxxx Xxxxxxxx
Title: President
Assignor:
SANDLER TECHNOLOGY PARTNERS SUBSIDIARY, LLC, as a Lender
By: Sandler Technology Partners, L.P., Manager
By: Sander Investment Partners, L.P., General
Partner
By: Sandler Capital Management,
General Partner
By: MJDM Corp., a
General Partner
By: /s/ XXXXX XXXXXXXX
Name: Xxxxx Xxxxxxxx
Title: President
Assignor:
SANDLER CO-INVESTMENT PARTNERS, L.P., as a Lender
By: Sandler Capital Management,
General Partner
By: MJDM Corp., a General
Partner
By: /s/ XXXXX XXXXXXXX
Name: Xxxxx Xxxxxxxx
Title: President
Assignor:
SANDLER CAPITAL PARTNERS V GERMANY, L.P., as a Lender
By: Sandler Investment Partners, L.P.,
General Partner
By: Sandler Capital Management,
General Partner
By: MJDM Corp., a General
Partner
By: /s/ XXXXX XXXXXXXX
Name: Xxxxx Xxxxxxxx
Title: President
Assignor:
PRICE FAMILY LIMITED PARTNERS, as a Lender
By: /s/ XXXXXXX XXXXX
Name: Xxxxxxx Xxxxx
Title: ___________________________
AGREED TO AND ACCEPTED THIS
13th DAY OF FEBRUARY, 2004
Agent:
INFOCROSSING AGENT, INC.
By: /s/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: _____________________
Borrower:
INFOCROSSING, INC.
By: /s/ XXXXXXX X. XxXXXX
Name: Xxxxxxx X. XxXxxx
Title: Senior Vice President
Subsidiaries:
INFOCROSSING SERVICES, INC.
By: /s/ XXXXXXX X. XxXXXX
Name: Xxxxxxx X. XxXxxx
Title: Vice President
ETG, INC.
By: /s/ XXXXXXX X. XxXXXX
Name: Xxxxxxx X. XxXxxx
Title: Vice President
AMQUEST, INC.
By: /s/ XXXXXXX X. XxXXXX
Name: Xxxxxxx X. XxXxxx
Title: Vice President
AMQUEST SERVICES, INC.
By: /s/ XXXXXXX X. XxXXXX
Name: Xxxxxxx X. XxXxxx
Title: Vice President
SCHEDULE I
TO
ASSIGNMENT AGREEMENT
Amounts
Effective Date: February 13, 2004
------------------------------------- ----------------------- -------------------- -------------------- ---------------------
Principal Amount on
the Effective Date Net Purchase Price Gross Purchase Accrued Interest
Assignor Price Amount
------------------------------------- ----------------------- -------------------- -------------------- ---------------------
MIDOCEAN CAPITAL INVESTORS, L.P. $12,489,572.81 $12,320,932.28 $12,489,572.81 $137,385.30
------------------------------------- ----------------------- -------------------- -------------------- ---------------------
SANDLER CAPITAL PARTNERS V, L.P. $8,077,647.27 $7,968,578.79 $8,077,647.27 $88,854.12
------------------------------------- ----------------------- -------------------- -------------------- ---------------------
SANDLER CAPITAL PARTNERS V FTE, L.P. $2,987,314.00 $2,946,977.77 $2,987,314.00 $32,860.45
------------------------------------- ----------------------- -------------------- -------------------- ---------------------
SANDLER TECHNOLOGY PARTNERS $832,637.19 $821,394.50 $832,637.19 $9,159.01
SUBSIDIARY, LLC
------------------------------------- ----------------------- -------------------- -------------------- ---------------------
SANDLER CO-INVESTMENT PARTNERS, L.P. $208,153.31 $205,342.72 $208,153.31 $2,289.69
------------------------------------- ----------------------- -------------------- -------------------- ---------------------
SANDLER CAPITAL PARTNERS V GERMANY, $300,554.73 $296,496.49 $300,554.73 $3,306.10
L.P.
------------------------------------- ----------------------- -------------------- -------------------- ---------------------
PRICE FAMILY LIMITED PARTNERS $41,620.69 $41,058.70 $41,620.69 $457.83
------------------------------------- ----------------------- -------------------- -------------------- ---------------------
Total
$24,937,500.00 $24,600,781.25 $24,937,500.00 $274,312.50
============== ============== ============== ===========
------------------------------------- ----------------------- -------------------- -------------------- ---------------------
SCHEDULE II
TO
ASSIGNMENT AGREEMENT
Wire Transfer Instructions
------------------------------------------------------------ ---------------------------------------------------------
Party Wire Transfer Instructions
------------------------------------------------------------ ---------------------------------------------------------
The Bank of New York
MidOcean Capital Investors, L.P. New York, New York
ABA No. 000-000-000
Account Name: Pershing LLC
Account Number: 000-000000-0
Client Name: MidOcean Capital Investors, LP
Client Account Number: 6TP-00271-1
Reference: Infocrossing Note Repayment
------------------------------------------------------------ ---------------------------------------------------------
Chase Manhattan Bank
Sandler Capital Partners V, L.P. 0000 Xxxxxx xx xxx Xxxxxxxx
XXX XX 00000
ABA
000-000-000
For
further
credit
to:
Sandler Capital Partners V, LP
Acct 967-032903
Re: Infocrossing
------------------------------------------------------------ ---------------------------------------------------------
Chase Manhattan Bank
Sandler Capital Partners V FTE, L.P. 0000 Xxxxxx xx xxx Xxxxxxxx
XXX XX 00000
ABA
000-000-000
For
further
credit
to:
Sandler Capital Partners V FTE, LP
Acct 967-816912
Re: Infocrossing
------------------------------------------------------------ ---------------------------------------------------------
Citibank
Sandler Technology Partners Subsidiary, LLC 000 Xxxx Xx
XXX XX 00000
ABA # 000-000-000
A/C Name - Xxxxxx Xxxxxxx
A/C # 388-90774
For Further Credit to: Sandler Technology Partners
Subsidiary, L.P.
A/C # 038-102907
Re: Infocrossing
------------------------------------------------------------ ---------------------------------------------------------
Sandler Co-Investment Partners, X.X. Xxxxx Manhattan Bank
0000 Xxxxxx xx xxx Xxxxxxxx
XXX XX 00000
ABA
000-000-000
For
further
credit
to:
Sandler Capital Management
Acct 967-085071
Re: InfoCrossing
------------------------------------------------------------ ---------------------------------------------------------
Chase Manhattan Bank
Sandler Capital Partners V Germany, L.P. 0000 Xxxxxx xx xxx Xxxxxxxx
XXX XX 00000
ABA
000-000-000
For
further
credit
to:
Sandler Capital Partners V Germany, LP
Acct 739-202375
------------------------------------------------------------ ---------------------------------------------------------
Citibank NA
Price Family Limited Partners XXX, XX 00000
ABA #21 000 089
FBO: Xxxxxxx Xxxxxx and Co.
A/C# 405 539 53
For the Account of: The Price Family Limited
Partnership
Schwab A/C# 7221-0300
------------------------------------------------------------ ---------------------------------------------------------
California Bank & Trust
Xxxx Capital Partners 0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, XX 00000
ABA #000000000
FBO Xxxx Capital Partners LLC
Account # 3640012901
------------------------------------------------------------ ---------------------------------------------------------
Citibank, N.A.
Paul, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx XX 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
ABA
#
021-000089
Account
No.
0652-6767
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ABA # 000-000-000
Agent The Bank of New York
New York, NY
A/C Name: Pershing LLC
A/C #: 000-000000-0
Client Name: InfoCrossing Agent, Inc.
Client A/C #: 6TP-00965-8
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