SECOND AMENDMENT TO THE EQUITY COMMITMENT AGREEMENT
SECOND AMENDMENT TO THE EQUITY COMMITMENT AGREEMENT
This Second Amendment (this "Amendment"), dated as of June 25, 2010 and effective as of June 20, 2010, is made and entered into by and among Visteon Corporation (as debtor-in-possession and a reorganized debtor, as applicable, the "Company") and the Investors whose signatures are set forth below (the "Amending Investors"). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Equity Commitment Agreement (as defined below).
WHEREAS, the Company and the Amending Investors are parties to that certain Equity Commitment Agreement, dated as of May 6, 2010 (as amended by that certain First Amendment to the Equity Commitment Agreement, dated as of June 13, 2010, the "Equity Commitment Agreement");
WHEREAS, Section 11.7 of the Equity Commitment Agreement provides, among other things, that the Equity Commitment Agreement may be amended only in a writing signed by the Company and all of the Lead Investors, subject to the other provisions set forth in the Equity Commitment Agreement; and
WHEREAS, the Company and the Amending Investors wish to amend the Equity Commitment Agreement, and the Amending Investors include all of the Lead Investors;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Equity Commitment Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
A. Amendments to the Equity Commitment Agreement. The Equity Commitment Agreement is hereby amended as follows:
1. Section 7.2(b) - Milestone Date. Clause (iv) of Section 7.2(b) of the Equity Commitment Agreement shall be amended by deleting the phrase "June 20, 2010" and replacing it with the phrase "July 2, 2010".
2. Section 10.1(c) - Milestone Date. Clause (ii) of Section 10.1(c) of the Equity Commitment Agreement shall be amended by deleting the phrase "June 20, 2010" and replacing it with the phrase "July 2, 2010".
B. Miscellaneous. This Amendment and the Equity Commitment Agreement, together, contain the complete agreement among the parties hereto and thereto and supersede any prior understandings, agreements, letters of intent, or representations by or among such parties, written or oral, that may have related to the subject matter hereof in any way. Except as specifically amended hereby, the Equity Commitment Agreement, as amended hereby, shall remain in full force and effect. The terms and provisions of Sections 11.1 through 11.8 and 11.10 of the Equity Commitment Agreement are incorporated herein by reference as if set forth herein in their entirety and shall apply mutatis mutandis to this Amendment.
* * * * *
IN WITNESS WHEREOF, the parties have executed or caused this Amendment to be executed as of the date first written above.
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VISTEON CORPORATION
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| By: | /s/ Xxxxxxx Xxxxxxx | ||
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Name: Xxxxxxx Xxxxxxx
Title: General Counsel
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[Second Amendment to the Equity Commitment Agreement – Company Signature Page]
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CQS CONVERTIBLE AND QUANTITATIVE
STRATEGIES MASTER FUND LIMITED
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| By: | /s/ Xxxxx Xxxxx | ||
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Name: Xxxxx Xxxxx
Title: Authorized Signatory
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[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
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CQS DIRECTIONAL OPPORTUNITIES
MASTER FUND LIMITED
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| By: | /s/ Xxxxx Xxxxx | ||
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Name: Xxxxx Xxxxx
Title: Authorized Signatory
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[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
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DEUTSCHE BANK SECURITIES INC.
(Solely with Respect to the Distressed Products Group)
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| By: | /s/ Xxx Xxxxx | ||
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Name: Xxx Xxxxx
Title: Managing Director
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| By: | /s/ X. X. Xxxxxxxx | ||
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Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
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[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
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XXXXXXX INTERNATIONAL, L.P.
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| By: | Xxxxxxx International Capital Advisors Inc., as Attorney-in-Fact | ||
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| By: | /s/ Xxxxxx Xxxxxxxxx | ||
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Name: Xxxxxx Xxxxxxxxx
Title: Vice President
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[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
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XXXXXXX, XXXXX & CO.,
solely with respect to the
High Yield Distressed Investing Group
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| By: | /s/ Xxxxxx Xxxxxx | ||
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Name: Xxxxxx Xxxxxx
Title: Managing Director
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[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
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KIVU INVESTMENT FUND LIMITED
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| By: | /s/ Xxxxx Xxxxx | ||
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Name: Xxxxx Xxxxx
Title: Authorized Signatory
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[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
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MONARCH MASTER FUNDING LTD
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| By: |
MONARCH ALTERNATIVE CAPITAL LP, its investment advisor
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| By: | /s/ Xxxxxxxxxxx Xxxxxxx | ||
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Name: Xxxxxxxxxxx Xxxxxxx
Title: Managing Principal
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[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
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OAK HILL ADVISORS, L.P., on behalf of
certain private funds and separate accounts
that it manages
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| By: | /s/ Xxxxx X. Xxxxx | ||
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Name: Xxxxx X. Xxxxx
Title: Authorized Signatory
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[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
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SOLUS ALTERNATIVE ASSET MANAGEMENT LP,
as investment advisor to its private funds
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| By: | /s/ Xxxxx Xxxxxxx | ||
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Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
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[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
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THE LIVERPOOL LIMITED PARTNERSHIP
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| By: | Liverpool Associates, Ltd., as General Partner | ||
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| By: | /s/ Xxxxxx Xxxxxxxxx | ||
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Name: Xxxxxx Xxxxxxxxx
Title: Vice President
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[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
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ALDEN GLOBAL DISTRESSED OPPORTUNITIES FUND, L.P.
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| By: |
Alden Global Distressed Opportunities Fund GP, LLC, its general partner
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| By: | /s/ Xxx Puohg | ||
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Name: Xxx Puohg
Title: Vice President
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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XXXXX ARBITRAGE, L.P.
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| By: | /s/ Xxxxxx Xxxxxx | ||
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Name: Xxxxxx Xxxxxx
Title: Vice President
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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XXXXX ARBITRAGE OFFSHORE
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| By: | s/ Xxxxxx Xxxxxx | ||
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Name: Xxxxxx Xxxxxx
Title: Vice President
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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ARMORY MASTER FUND LTD.
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| By: |
Armory Advisors LLC, its Investment Manager
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| By: | /s/ Xxx Xxxxxxx | ||
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Name: Xxx Xxxxxxx
Title: Manager
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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CAPITAL VENTURES INTERNATIONAL
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| By: |
Susquehanna Advisors Group, Inc.,
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its authorized agent | ||
| By: | /s/ Xxxx Xxxxxxxxx | ||
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Name: Xxxx Xxxxxxxxx
Title: Vice President
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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CASPIAN CAPITAL PARTNERS, L.P.
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| By: |
Mariner Investment Group, as Investment Advisor
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| By: | /s/ Xxxxx Xxxxxxx | ||
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Name: Xxxxx Xxxxxxx
Title: Principal
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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CASPIAN SELECT CREDIT MASTER FUND, LTD
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| By: |
Mariner Investment Group, as Investment Advisor
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| By: | /s/ Xxxxx Xxxxxxx | ||
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Name: Xxxxx Xxxxxxx
Title: Principal
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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CITADEL SECURITIES LLC
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| By: | /s/ Xxxxxxx Xxxxxxx | ||
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Name: Xxxxxxx Xxxxxxx
Title: COO
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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CSS, LLC
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| By: | /s/ Xxxxx Xxxxx | ||
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Name: Xxxxx Xxxxx
Title: Partner
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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CUMBERLAND PARTNERS
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| By: |
CUMBERLAND GP LLC, its General Partner
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| By: | /s/ Xxxxx Xxxxx | ||
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Name: Xxxxx Xxxxx
Title: Member
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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CUMBERLAND BENCHMARKED PARTNERS, L.P.
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| By: |
CUMBERLAND BENCHMARKED GP LLC, its General Partner
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| By: | /s/ Xxxxx Xxxxx | ||
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Name: Xxxxx Xxxxx
Title: Member
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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LONGVIEW PARTNERS B, L.P.
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| By: |
LONGVIEW B GP LLC, its General Partner
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| By: | /s/ Xxxxx Xxxxx | ||
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Name: Xxxxx Xxxxx
Title: Member
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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XXXXXX INTERNATIONAL S.A.
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| By: |
CUMBERLAND ASSOCIATES LLC, as Investment Adviser
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| By: | /s/ Xxxxx Xxxxx | ||
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Name: Xxxxx Xxxxx
Title: Member
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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CYRUS EUROPE MASTER FUND LTD.
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| By: |
Cyrus Capital Partners, L.P. as Investment Manager
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| By: | /s/ Xxxxxxx X. XxXxx | ||
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Name: Xxxxxxx X. XxXxx
Title: CFO
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD.
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| By: |
Cyrus Capital Partners, L.P. as Investment Manager
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| By: | /s/ Xxxxxxx X. XxXxx | ||
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Name: Xxxxxxx X. XxXxx
Title: CFO |
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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CRESCENT 1 L.P.
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| By: |
Cyrus Capital Partners, L.P. as Investment Manager
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| By: | /s/ Xxxxxxx X. XxXxx | ||
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Name: Xxxxxxx X. XxXxx
Title: CFO |
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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CRS FUND LTD.
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| By: |
Cyrus Capital Partners, L.P. as Investment Manager
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| By: | /s/ Xxxxxxx X. XxXxx | ||
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Name: Xxxxxxx X. XxXxx
Title: CFO |
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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CYRUS OPPORTUNITIES MASTER FUND II, LTD.
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| By: |
Cyrus Capital Partners, L.P. as Investment Manager
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| By: | /s/ Xxxxxxx X. XxXxx | ||
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Name: Xxxxxxx X. XxXxx
Title: CFO
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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HALBIS DISTRESSED OPPORTUNITIES MASTER FUND, LTD.
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| By: | /s/ Xxxxx Sakon | ||
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Name: Xxxxx Sakon
Title: VP
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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MARINER LDC
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| By: |
Mariner Investment Group, as Investment Advisor
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| By: | /s/ Xxxxx Xxxxxxx | ||
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Name: Xxxxx Xxxxxxx
Title: Principal
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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MARINER LDC
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| By: |
Riva Ridge Capital Management LP, as Investment Manager
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By: |
Riva Ridge GP LLC, GP to the Investment Manager
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| By: | /s/ Xxxxxxx Xxxxxx | ||
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Name: Xxxxxxx Xxxxxx
Title: Managing Member
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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MERCED PARTNERS LIMITED PARTNERSHIP
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| By: |
Global Capital Management, Inc., General Partner
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| By: | /s/ Xxxxxx X. Rock | ||
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Name: Xxxxxx X. Rock
Title: Authorized Representative
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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MERCED PARTNERS II, L.P.
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| By: |
Lydiard Partners, L.P., General Partner
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| By: | Tanglewood Capital Management, Inc., | ||
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| By: | /s/ Xxxxxx X. Rock | ||
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Name: Xxxxxx X. Rock
Title: Authorized Representative
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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| By: |
Alden Global Capital, its Trading Advisor
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| By: | /s/ Xxx Puohg | ||
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Name: Xxx Puohg
Title: VP
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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QVT FUND LP
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| By: |
QVT Associates GP LLC, its general partner
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| By: | /s/ Xxxxxxxx Xxxxx | ||
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Name: Xxxxxxxx Xxxxx
Title: Managing Director
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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QUINTESSENCE FUND L.P.
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| By: |
QVT Associates GP LLC, its general partner
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| By: | /s/ Xxxxxxxx Xxxxx | ||
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Name: Xxxxxxxx Xxxxx
Title: Managing Director
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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RIVA RIDGE MASTER FUND, LTD
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| By: |
Riva Ridge Capital Management LP,
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| as Investment Manager | |||
| By: |
Riva Ridge GP LLC, GP to the Investment Manager
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| By: | //s/ Xxxxxxx Xxxxxx | ||
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Name: Xxxxxxx Xxxxxx
Title: Managing Director
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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SENECA CAPITAL, L.P.
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| By: | /s/ Xxxx Xxxxxxxxx | ||
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Name: Xxxx Xxxxxxxxx
Title: CFO
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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SILVER POINT CAPITAL, L.P. on behalf of its
affiliates and related funds
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| By: | /s/ Xxxxxxx Xxxxx | ||
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Name: Xxxxxxx Xxxxx
Title: Authorized Person
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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SPECTRUM INVESTMENT PARTNERS, L.P.
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| By: |
Spectrum Group Management LLC, its general partner
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| By: | /s/ Xxxxxxx X. Xxxxxxxx | ||
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Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Member
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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SIPI MASTER LTD.
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| By: |
Spectrum Investment Management LLC,
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| By: | /s/ Xxxxxxx X. Xxxxxxxx | ||
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Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Member
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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XXXXX CRITERION MASTER FUND LTD.
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| By: |
Xxxxx Criterion Management LLC
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| By: | /s/ Xxxxxx X. Xxxxx | ||
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Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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THE SEAPORT GROUP LLC PROFIT SHARING PLAN
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| By: | Armory Advisors LLC, its Investment Advisor | ||
| By: | /s/ Xxx Xxxxxxx | ||
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Name: Xxx Xxxxxxx
Title: Manager
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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UBS Securities LLC
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| By: | /s/ Xxxxxx X. Xxxxxxx | ||
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Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
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UBS Securities LLC
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| By: | /s/ Xxxxxxx Teach | ||
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Name: Xxxxxxx Teach
Title: MD
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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| By: | /s/ Xxxxxxx Xxxxxxx | ||
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Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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WHITEBOX CREDIT ARBITRAGE PARTNERS, L.P.
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| By: |
Whitebox Credit ArbitageAdvisors, LLC, its General Partner
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| By: |
Whitebox Advisors, LLC, its Managing Member
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| By: | /s/ Xxxxxxxx Xxxx | ||
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Name: Xxxxxxxx Xxxx
Title: COO
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| Formerly: | |||
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WHITEBOX HEDGED HIGH YIELD PARTNERS, L.P.
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| By: |
Whitebox Hedged High Yield Advisors, LLC, its General Partner
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| By: |
Whitebox Advisors, LLC, its Managing Member
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
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WHITEBOX MULTI STRATEGY PARTNERS, L.P.
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| By: |
Whitebox Multi-Strategy Advisors, LLC, its General Partner
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| By: |
Whitebox Advisors, LLC, its Managing Member
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| By: | /s/ Xxxxxxxx Xxxx | ||
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Name: Xxxxxxxx Xxxx
Title: COO
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| Formerly: | |||
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WHITEBOX COMBINED PARTNERS, L.P.
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| By: |
Whitebox Combined Advisors, LLC, its General Partner
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| By: |
Whitebox Advisors, LLC, its Managing Member
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[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
