0000904454-07-000485 Sample Contracts

AMENDED AND RESTATED INVESTORS AGREEMENT
Investors Agreement • June 13th, 2007 • MassMutual Capital Partners LLC • Life insurance • New York

INVESTORS AGREEMENT (as amended and restated, the “Amended and Restated Investors Agreement”) dated as of June 5, 2007, by and among MassMutual Capital Partners LLC, a Delaware limited liability company (“MM”), Benton Street Partners I, L.P., a Cayman Island limited partnership (“Fund I”), Benton Street Partners II, L.P., a Delaware limited partnership (“Fund II”), and Benton Street Partners III, L.P. (“Fund III”, and together with Fund I and Fund II, the “Funds”, as successors in interest to MM) and SRGL Acquisition, LDC, a Cayman Island limited duration company (“Cerberus”).

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BENTON STREET PARTNERS II, L.P. ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • June 13th, 2007 • MassMutual Capital Partners LLC • Life insurance • Delaware

ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of June 5, 2007 between MassMutual Capital Partners LLC (“Transferor”), and Benton Street Partners II, L.P., a Delaware limited partnership (“Transferee”). Terms defined in the Amended and Restated Limited Partnership Agreement of the Transferee dated as of the date hereof and not otherwise defined herein are used with the meanings so defined.

BENTON STREET PARTNERS III, L.P. ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • June 13th, 2007 • MassMutual Capital Partners LLC • Life insurance • Delaware

ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of June 5, 2007 between MassMutual Capital Partners LLC (“Transferor”), and Benton Street Partners III, L.P., a Delaware limited partnership (“Transferee”). Terms defined in the Amended and Restated Limited Partnership Agreement of the Transferee dated as of the date hereof and not otherwise defined herein are used with the meanings so defined.

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