ASSIGNMENT OF CLAIMS
This ASSIGNMENT OF CLAIMS is executed and delivered this __
day of December, 2003, by Cadiz Inc., a Delaware corporation
("Cadiz"), and Sun World Noteholder Trust ("Bondholder Trust"),
pursuant to the terms of that certain Sun World - Bondholder -
Cadiz Term Sheet and Agreement in Principle dated as of October
13, 2003 by and among (i) Cadiz, (ii) Sun World International,
Inc. ("Sun World") and its debtor affiliates, and (iii) Black
Diamond Capital Management, L.L.C. and CFSC Wayland Advisers,
Inc. and their respective affiliates.
For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Cadiz does hereby
transfer, assign and set over unto Bondholder Trust, without
representation, warranty, or recourse of any kind, all of its
right, title and interest in and to (i) the claims of Cadiz
against Sun World as set forth on Schedule A hereto (the
"Claims"), and (ii) the Proofs of Claim with respect to the
Claims filed by Cadiz in Sun World's Chapter 11 case on or about
August 28, 2003.
IN WITNESS WHEREOF, Cadiz and Bondholder Trust have caused
this instrument to be duly executed and delivered as of the day
and year first above written.
CADIZ:
CADIZ INC., a Delaware corporation
By: /s/ Xxxxx Xxxxxxxxx
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Title: CEO
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BONDHOLDER TRUST:
SUN WORLD NOTEHOLDER TRUST
By: Xxxxx & Company, Inc., Trustee
By: Xxxxxxxx X. Xxxxx
-----------------------------
Title: President
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ACKNOWLEDGED BY SUN WORLD:
SUN WORLD INTERNATIONAL, INC.
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
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Title: Chief Financial Officer
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SCHEDULE A
CLAIM DEBTOR CLAIM AMOUNT DATE CLAIM
INCURRED NO.
Management Sun World Contingent/ On and 317
Services International, Unliquidated after Sept.
Agreement Inc. 13, 1996
Tax Sharing Sun World Contingent/ On and 315
Agreement International, Unliquidated after Sept.
Inc. 13, 1996
Notes and Sun World $13,536,056 Prior to 316
Advances International, January 30,
Inc. 2003
Indemnification Sun World Contingent/ On and 313
International, Unliquidated after April
Inc. 16, 1997
Indemnification Sun Desert, Contingent/ On and 314
and Inc. Unliquidated after April
contribution 16, 1997
Indemnification Coachella Contingent/ On and 311
and Growers Unliquidated after April
contribution 16, 1997
Indemnification Sun Contingent/ On and 312
and World/Rayo Unliquidated after April
contribution 16, 1997
