CASH RECOVERY BACKSTOP AGREEMENT
THIS CASH
RECOVERY BACKSTOP AGREEMENT (this “Agreement”), dated as of May 6,
2010, is made by and among Visteon Corporation (“Visteon,” and together with its
debtor affiliates, the “Debtors”), on the one hand and
the entities set forth on Schedule 1 hereto
(each referred to herein individually as a “Signatory” and collectively as
the “Signatories”), on the other
hand. Visteon and each Signatory is referred to herein as a “Party” and collectively, the
“Parties.” Except as otherwise
provided below, capitalized terms used herein and not defined herein have the
meanings ascribed to them in the Equity Commitment Agreement (as defined
below).
RECITALS
WHEREAS,
on May 28, 2009, the Debtors commenced jointly administered proceedings under
chapter 11 of the United States Code, 11 U.S.C. §§ 101-1532, as may be amended
from time to time in the United States Bankruptcy Court for the District of
Delaware;
WHEREAS,
Visteon is party to that certain Equity Commitment Agreement, dated as of the
date hereof, with the Investors listed on Schedule 1 thereto
(the “Equity Commitment
Agreement”);
WHEREAS,
the Debtors intend to propose and submit the Plan to the Bankruptcy Court for
its approval;
WHEREAS,
the Plan provides for a distribution to each Non-Eligible Holder of its Cash
Amount on partial account of such Non-Eligible Holder’s Allowed Claim(each
capitalized term in this WHEREAS clause not otherwise defined herein is defined
in the Plan); and
WHEREAS,
each of the Signatories hereto commit, severally and not jointly, to provide to
the Debtors such Signatory’s Distributable Commitment Percentage (as defined
below) of the Cash Recovery Backstop Amount (as defined below), in exchange for
Visteon issuing to such Signatory such Signatory’s Distributable Commitment
Percentage of the Cash Recovery Subscription Equity (as defined in the
Plan).
NOW
THEREFORE, for good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the Debtors and the Signatories
agree as follows:
ARTICLE
I.
AVAILABLE
EQUITY SECURITIES
Section
1.1. Available Equity
Securities. In the event that a Non-Eligible Holder of an Allowed Senior
Notes Claim (as defined in the Plan) validly completes and delivers an Election
Form (as defined in the Plan) by the Election Form Deadline (as defined in the
Rights Offering Procedures (as defined in the Plan)), in accordance
with
1
the terms
of the Rights Offering Procedures, confirming that such Non-Eligible Holder is
not an Accredited Investor, Visteon shall, promptly (and in no event more than
five (5) Business Days) following the Election Form Deadline, deliver to each
Signatory a written notice (the “Notice”) setting forth: (i) the
aggregate Cash Amount to be delivered to all Non-Eligible Holders, (ii) the Cash
Recovery Subscription Equity, (iii) the product of the Purchase Price per share
multiplied by the number of shares of New Visteon Common Stock (as defined in
the Plan) constituting the Cash Recovery Subscription Equity ((i) and (iii)
together, the “Cash Recovery Backstop
Amount”), and (iv) such Signatory’s Distributable Commitment
Percentage. For purposes of this Agreement, “Distributable Commitment Percentage”
means the percentage as set forth on Schedule 1
hereto.
Section
1.2. Commitment. Each
Signatory hereby irrevocably commits to, severally and not jointly, subscribe
for 100% of its Distributable Commitment Percentage of the Cash Recovery
Subscription Equity, as set forth in, and in accordance with, Article VI of the
Plan and pay to Visteon its Distributable Commitment Percentage of the Cash
Recovery Backstop Amount. Each Signatory shall make payments pursuant to such
obligations, and receive their Distributable Commitment Percentage of the Cash
Recovery Subscription Equity in exchange therefor, as set forth in, and in
accordance with, Article VI of the Plan (in the form attached to the Equity
Commitment Agreement), subject to the termination of this Agreement pursuant to
Article V hereof.
Section
1.3. Issuance and
Delivery of Acquired Securities. All Cash Recovery Subscription Equity
purchased by a Signatory pursuant to Section 1.2 (the “Acquired Securities”) will be
issued on the Effective Date and delivered as soon as practicable thereafter by
Visteon to each Signatory or other entity designated under Section 1.5 hereof
with all issue, stamp, transfer, sales and use, or similar Taxes or duties that
are due and payable (if any) in connection with such delivery duly paid by
Visteon.
Section
1.4. Actions.
Visteon and each Signatory shall take or cause to be taken all such commercially
reasonable actions as may be necessary in order to consummate the transactions
contemplated by this Agreement.
Section
1.5. Transfer,
Designation and Assignment Rights. Each Signatory shall have the right to
(i) designate that some or all of its Acquired Securities be issued in the name
of and delivered to, one or more Related Purchasers, (ii) assign all or any
portion of its Distributable Commitment Percentage of the Cash Recovery
Subscription Equity to a Related Purchaser, and/or (iii) enter into an
Additional Investor Agreement with an Ultimate Purchaser to purchase all or any
portion of a Signatory’s Acquired Securities and/or Distributable Commitment
Percentage of the Cash Recovery Subscription Equity and may designate by written
notice to Visteon that some or all of its Acquired Securities be issued in the
name of and delivered directly to, such Ultimate Purchasers, provided, in the
case of each of the foregoing clauses (i), (ii) and (iii), in accordance with
the terms and conditions of Section 3.6 of the Equity Commitment Agreement other
than subsection (c) of Section 3.6 of the Equity Commitment
Agreement.
2
ARTICLE
II.
VISTEON
REPRESENTATIONS AND WARRANTIES
Visteon
represents and warrants to, and agrees with, each of the Signatories as set
forth below. Except for representations, warranties and agreements that are
expressly limited as to their date, each representation, warranty and agreement
shall be deemed made as of the date hereof and as of the Effective
Date.
Section
2.1. Corporate Power
and Authority.
(a)
Visteon has or, to the extent executed in the future, shall have when executed
the requisite corporate power and authority to enter into, execute and deliver
this Agreement and, subject to entry of the Confirmation Order and the
expiration, or waiver by the Bankruptcy Court, of the fourteen (14) day period
set forth in Bankruptcy Rules 6004(h) and 3020(e), respectively, to perform its
obligations hereunder, including the issuance of the Cash Recovery Subscription
Equity. Visteon has or, to the extent executed in the future, shall have when
executed, taken all necessary corporate action required for the due
authorization, execution, delivery and performance by it of this Agreement,
including the issuance of the Cash Recovery Subscription Equity.
Section
2.2. Execution and
Delivery; Enforceability. This Agreement has been, or prior to its
execution and delivery will be, duly and validly executed and delivered by
Visteon, and, upon the entry of the Approval Order and the expiration, or waiver
by the Bankruptcy Court, of the fourteen (14) day period set forth in Bankruptcy
Rule 6004(h), such document will constitute the valid and binding obligations of
Visteon, enforceable against Visteon in accordance with its terms.
Section
2.3. No Conflict /
Consents and Approvals. Sections 5.5, 5.6 and 5.7 of the Equity
Commitment Agreement are hereby incorporated by reference, and made a part of
this Agreement; provided, that in
lieu of references therein to the Equity Commitment Agreement, the Plan and/or
the Transaction Agreements, any such references shall refer to this Agreement;
provided, further, that in lieu
of the words “Investor Shares and the Shares” therein, such references shall
refer to the words “Acquired Securities”; provided, further, that in lieu
of the words “Investors and the Rights Holders” therein, such references shall
refer to the word “Signatories”; and provided, further, that in lieu
of the words “Investor” or “Investors” therein, such references shall refer to
the words “Signatory” or “Signatories”, as applicable.
ARTICLE
III.
REPRESENTATIONS
AND WARRANTIES OF THE SIGNATORIES
Each
Signatory represents and warrants as to itself only, and agrees with, as of the
date hereof, Visteon, severally and not jointly, as set forth
below.
Section
3.1. Incorporation. Such
Signatory is a legal entity duly organized, validly existing and, if applicable,
in good standing (or the equivalent thereof) under the laws of its jurisdiction
of incorporation or organization.
3
Section
3.2. Corporate Power
and Authority. Such Signatory has the requisite corporate, limited
partnership or limited liability company power and authority to enter into,
execute and deliver this Agreement and to perform its obligations hereunder and
has taken all necessary corporate, limited partnership or limited liability
company action required for the due authorization, execution, delivery and
performance by it of this Agreement.
Section
3.3. Execution and
Delivery. This Agreement (i) has been, or prior to its execution and
delivery will be, duly and validly executed and delivered by such Signatory and
(ii) upon the entry of the Approval Order and the expiration, or waiver by the
Bankruptcy Court of the fourteen (14) day period set forth in Bankruptcy Rule
6004(h), will constitute the valid and binding obligations of such Signatory,
enforceable against such Signatory in accordance with its terms.
Section
3.4. No Conflict /
Consents and Approvals. Sections 6.4 and 6.5 of the Equity Commitment
Agreement are hereby incorporated by reference, and made a part of this
Agreement; provided, that in
lieu of references therein to the Equity Commitment Agreement, the Plan and/or
the Transaction Agreements, such references shall refer to this Agreement; provided, further, that in lieu
of the words “Investor” or “Investors” therein, such references shall refer to
the words “Signatory” or “Signatories”, as applicable; provided, further, that in lieu
of the word “Party” therein, such references shall refer to the Parties hereto;
and provided,
further, that
in lieu of the words “Allocated Portion of the Investor Shares” therein, such
references shall refer to the words “Distributable Commitment Percentage of the
Cash Recovery Subscription Equity”.
Section
3.5. No Registration /
Purchasing Intent / Sophistication, Investigation. Sections 6.6, 6.7 and
6.8 of the Equity Commitment Agreement are hereby incorporated by reference, and
made a part of this Agreement; provided, that in
lieu of the words “Investor” or “Investors” therein, such references shall refer
to the words “Signatory” or “Signatories”, as applicable; and provided, further, that in lieu
of the words “Investor Shares” therein, such references shall refer to the words
“Acquired Securities.”
ARTICLE
IV.
INDEMNIFICATION
AND CONTRIBUTION
Section
4.1. Indemnification Obligations / Indemnification Procedure / Settlement /
Contribution. Sections 9.1 through and including 9.6 of the Equity
Commitment Agreement are hereby incorporated by reference, and made a part of
this Agreement; provided, that in
lieu of references therein to the Equity Commitment Agreement and/or the Rights
Offering, such references shall refer to this Agreement; provided, further, that in lieu
of the words “Investor” or “Investors” therein, such references shall refer to
the words “Signatory” or “Signatories”, as applicable; provided, further, that in lieu
of the words “Breaching Investor” therein, such references shall refer to the
words “Breaching Signatory”; provided, further, that in lieu
of the words “Investor Shares” therein, such references shall refer to the words
“Acquired Securities”; provided, further, that the
last sentence of Section 9.4 therein is not incorporated herein; provided, further, that in lieu
of the words “Purchase Price” therein, such references shall refer
to
4
the words
“the price paid by such Indemnified Person per Acquired Security received by
such Indemnified Person”; and provided, further, that in lieu
of references therein to Article IX, such references shall refer to this Section
4.1.
Section
4.2. Survival of
Representations and Warranties. Notwithstanding any investigation at any
time made by or on behalf of any Party, all representations, warranties and
agreements made in this Agreement will survive the execution and delivery of
this Agreement, except that the representations incorporated by reference in
Section 2.3 hereof from Section 5.6 and 5.7 of the Equity Commitment Agreement
will survive only for a period of two (2) years after the Effective
Date.
ARTICLE
V.
TERMINATION
Section
5.1. Termination. This
Agreement will be automatically terminated and the transactions contemplated
hereby will be abandoned effective upon the termination of the Equity Commitment
Agreement in accordance with its terms.
Section
5.2. Effect of
Termination. Upon termination under this Article V, all rights and
obligations of the Parties under this Agreement shall terminate without any
liability of any Party to any other Party except that the provisions of the
covenants and agreements made by the Parties herein under this Article V and
Article VI will survive indefinitely in accordance with their
terms.
ARTICLE
VI.
MISCELLANEOUS
Section
6.1. Notices.
All notices and other communications in connection with this Agreement will be
in writing and will be deemed given (and will be deemed to have been duly given
upon receipt) if delivered personally, sent via electronic facsimile (with
confirmation), mailed by registered or certified mail (return receipt requested)
or delivered by an express courier (with confirmation) to the Parties at the
following addresses (or at such other address for a Party as will be specified
by like notice):
|
(a)
|
If
to Visteon:
|
|
|
Visteon
Corporation
Xxx
Xxxxxxx Xxxxxx Xxxxx
Xxx
Xxxxx Xxxxxxxx, Xxxxxxxx 00000
|
|
Facsimile:
Attention:
|
(000) 000-0000
Xxxxxxx X. Xxxxxxx, III
|
||
|
Chief Financial
Officer
|
5
| with a copy (which shall not constitute notice) to: | ||
|
Xxxxxxxxx
Xxxxx Xxxxx & Xxxxx LLP
000
Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx,
Xxxxxxxx 00000-0000
|
||
|
Facsimile:
Attention:
|
(000) 000-0000
Xxxxx Xxxxx Xxxxx
Xxxxx X. X’Xxxxx
|
||
|
Xxxx
X. Billion
|
| and | ||
|
Xxxxxxxx
& Xxxxx LLP
000
Xxxxx XxXxxxx
Xxxxxxx,
Xxxxxxxx 00000
|
|
Facsimile:
Attention:
|
(000) 000-0000
Xxxxx X. X. Xxxxxxxxxx, P.C.
Xxxxx
X. Xxxxx, Xx.
Xxxxxx
X. Xxxxx, P.C.
Xxxxxx
Xxxxxx
|
||
| and | ||
|
Xxxxxxxx
& Xxxxx LLP
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
|
Facsimile:
Attention:
|
(000) 000-0000
Xxxx Xxxxxxxxxxx, P.C.
Xxxxx
X. Xxxxxx
|
|
(b)
|
If
to any Signatory:
|
|
|
To
the address listed on such Signatory’s signature page hereto;
with
a copy (which shall not constitute notice)
to:
|
|
|
Dechert
LLP
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
|
Facsimile:
Attention:
|
(000) 000-0000
Xxxxxxx Xxxx
Xxxxx
Xxxxxxx
|
| and |
6
|
Akin
Gump Xxxxxxx Xxxxx & Xxxx LLP
Xxx
Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx
00000
|
|
Facsimile:
Attention:
|
(000) 000-0000
Xxxx
Xxxxx
|
|
with
a further copy (which shall not constitute notice) to:
|
||
|
White
& Case LLP
Wachovia
Financial Center
000
Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxx
0000
Xxxxx,
Xxxxxxx 00000
|
||
|
Facsimile:
Attention:
|
(000) 000-0000
Xxxxxx X
Xxxxxx
|
| and | ||
|
White
& Case LLP
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
|
Facsimile:
Attention:
|
(000) 000-0000
Xxxxxx
Xxxx
Xxxxxxx
Xxxxx
|
Section
6.2. Specific
Performance / Limitation on Remedies. Section 11.9 of the Equity
Commitment Agreement is hereby incorporated by reference, and made a part of
this Agreement; provided, that in
lieu of the words “Investor” and “Investors” therein, such references shall
refer to the words “Signatory” and “Signatories”; provided, further, that in lieu
of references therein to the Rights Offering or the Equity Commitment Agreement,
such references shall refer to this Agreement; provided, further, that in lieu
of references therein to Section 11.9, such references shall refer to this
Section 6.2; provided, further, that in lieu
of references therein to Article IX, such references shall refer to Section 4.1;
provided, further, that
references therein to Section 4.2 shall be deemed deleted.
Section
6.3. Assignment; Third
Party Beneficiaries. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned by any Party
(whether by operation of Law or otherwise) without the prior written consent of
Visteon and the Requisite Signatories, other than an assignment by a Signatory
in accordance with Section 1.5. For purposes of this Agreement, “Requisite
Signatories” means the Signatories holding an aggregate Distributable Commitment
Percentage of greater than fifty percent (50%). This Agreement (including the
documents and instruments referred to in this Agreement) is not intended to and
does not confer upon any Person other than the Parties any legal or equitable
right, remedy, or claim under or with respect to this Agreement or any provision
of this Agreement.
7
Section
6.4. Amendment and
Waiver. Any provision of this Agreement may be amended or waived only in
a writing signed by each of the Signatories and Visteon. No waiver of any
provision hereunder or any breach or default thereof shall extend to or affect
in any way any other provision or prior or subsequent breach or
default.
Section
6.5. Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAWS RULES
THEREOF. THE PARTIES CONSENT AND AGREE THAT ANY ACTION TO ENFORCE THIS AGREEMENT
OR ANY DISPUTE, WHETHER SUCH DISPUTES ARISE IN LAW OR EQUITY, ARISING OUT OF OR
RELATING TO THIS AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS
CONTEMPLATED HEREBY SHALL BE BROUGHT EXCLUSIVELY IN THE BANKRUPTCY COURT. THE
PARTIES CONSENT TO AND AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
BANKRUPTCY COURT. EACH OF THE PARTIES HEREBY WAIVES AND AGREES NOT TO ASSERT IN
ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM
THAT (I) SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE
BANKRUPTCY COURT, (II) SUCH PARTY AND SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY
LEGAL PROCESS ISSUED BY THE BANKRUPTCY COURT OR (III) ANY LITIGATION OR OTHER
PROCEEDING COMMENCED IN THE BANKRUPTCY COURT IS BROUGHT IN AN INCONVENIENT
FORUM. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN
CONNECTION WITH ANY SUCH ACTION OR PROCEEDING TO AN ADDRESS PROVIDED IN WRITING
BY THE RECIPIENT OF SUCH MAILING, OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY
LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY
OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED.
Section
6.6. Waiver of Jury
Trial. EACH PARTY HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY
JURISDICTION IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE
AMONG THE PARTIES UNDER THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE.
Section
6.7. Counterparts. This
Agreement may be executed in any number of counterparts, all of which will be
considered one and the same agreement and will become effective when
counterparts have been signed by each of the Parties and delivered to each other
Party (including via facsimile or other electronic transmission), it being
understood that each Party need not sign the same counterpart.
Section
6.8. Effectiveness. This
Agreement is expressly contingent on, and shall automatically become effective
on such date as both (i) the Approval Order has been entered by the Bankruptcy
Court and (ii) each Party to this Agreement has executed this Agreement; provided, that no
Party has rejected, terminated or repudiated this Agreement prior to the entry
of the Approval Order by the Bankruptcy Court; provided,
8
further,
that Visteon’s obligations under Sections 7.1, 7.2(b)(i) and 7.2(b)(ii) of the
Equity Commitment Agreement shall be effective and in full force and effect upon
the execution of the Equity Commitment Agreement by the parties
thereto.
[Remainder
of page intentionally blank.]
9
IN
WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date
first above written.
| COMPANY | |||
| VISTEON CORPORATION | |||
|
|
By:
|
/s/ Xxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxx | |||
| Title: Vice President and General Counsel | |||
| SIGNATORY | |||
| ALDEN GLOBAL
DISTRESSED OPPORTUNITIES FUND, L.P. |
|||
|
|
By:
|
/s/ Xxx Xxxxx | |
| Name: Xxx Xxxxx | |||
| Title: Vice President | |||
| Address: | |||
|
c/o
Alden Global Capital
000 Xxxxx Xxxxxx, 00xx xxxxx
Xxx Xxxx, XX 00000
Facsimile: (212)
702-0145 Attention: General Counsel |
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| NEW FINANCE ALDEN SPV | |||
|
By:
|
Alden Global Capital, its Trading Adviser | ||
|
|
By:
|
/s/ Xxx Xxxxx | |
| Name: Xxx Xxxxx | |||
| Title: Vice President | |||
| Address: | |||
|
c/o
Alden Global Capital
000 Xxxxx Xxxxxx, 00xx floor
New York, N Y 10022
Facsimile: (212)
702-0145 Attention: General Counsel |
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| XXXXX ARBITRAGE, L.P. | |||
|
|
By:
|
/s/ Tal Gurion | |
| Name: Tal Gurion | |||
| Title: Managing Director of Investment Manager | |||
| Address: | |||
|
Xxxxx
& Company LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Tal
Gurion
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| XXXXX ARBITRAGE OFFSHORE | |||
|
|
By:
|
/s/ Tal Gurion | |
| Name: Tal Gurion | |||
| Title: Managing Director of Investment Manager | |||
| Address: | |||
|
Xxxxx
& Company LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Tal
Gurion
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| ARMORY MASTER FUND LTD. | |||
|
By:
|
Armory Advisors LLC | ||
| Its: | Investment Manager | ||
|
|
By:
|
/s/ Xxx Xxxxxxx | |
| Name: Xxx Xxxxxxx | |||
| Title: Manager | |||
| Address: | |||
|
Armory
Advisors
000 Xxxxx Xxx., Xxxxx 000
Xxx Xxxxxx, XX 00000
Facsimile: (415) 259-2745 Attention: Xxx Xxxxxxx |
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| THE SEAPORT GROUP LLC PROFIT SHARING PLAN | |||
|
By:
|
Armory Advisors LLC | ||
| Its: | Investment Manager | ||
|
|
By:
|
/s/ Xxx Xxxxxxx | |
| Name: Xxx Xxxxxxx | |||
| Title: Manager | |||
| Address: | |||
|
Armory
Advisors
000 Xxxxx Xxx., Xxxxx 000
Xxx Xxxxxx, XX 00000
Facsimile: (415) 259-2745 Attention: Xxx Xxxxxxx |
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| CAPITAL VENTURES INTERNATIONAL | |||
|
By:
|
Susquehanna
Advisors Group, Inc.,
its
authorized agent
|
||
|
|
By:
|
/s/ Xxxx Xxxxxxxxx | |
| Name: Xxxx Xxxxxxxxx | |||
| Title: Vice President | |||
| Address: | |||
|
c/o
Susquehanna Advisors Group, Inc.
000 Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxxx, XX 00000
|
|||
Signature Page
to Backstop Agreement
| SIGNATORY | |||
| CASPIAN CAPITAL PARTNERS, L.P. | |||
|
|
By:
|
/s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | |||
| Title: Principal | |||
| Address: | |||
|
000
Xxxxxxxxxx Xxx, Xxxxx 000
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxxxxx
|
|||
Signature
Page to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| CASPIAN SELECT CREDIT MASTER FUND, LTD. | |||
|
|
By:
|
/s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | |||
| Title: Principal | |||
| Address: | |||
|
000
Xxxxxxxxxx Xxx, Xxxxx 000
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxxxxx
|
|||
Signature
Page to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| MARINER LDC | |||
|
|
By:
|
/s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | |||
| Title: Principal | |||
| Address: | |||
|
000
Xxxxxxxxxx Xxx, Xxxxx 000
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxxxxx
|
|||
Signature
Page to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| CITADEL SECURITIES LLC | |||
|
|
By:
|
/s/ Xxxxxxxxxxx X. Xxxxxx | |
| Name: Xxxxxxxxxxx X. Xxxxxx | |||
| Title: Authorized Signatory | |||
| Address: | |||
|
000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile:
(000) 000-0000
Attention:
Xxxx Xxxxxxx
Xxxx Xxxxxxxx
|
|||
Signature
Page to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| CSS, LLC | |||
|
|
By:
|
/s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | |||
| Title: Partner | |||
| Address: | |||
|
CSS,
LLC
000
X Xxxxxxx Xxxx Xxxxx 000
Xxxxxxx,
XX 00000
Facsimile:
(000) 000-0000
Attention: Xxxxx
Xxxxx
Xxxx
Xxxxx
|
|||
Signature
Page to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| CUMBERLAND PARTNERS | |||
| By: |
CUMBERLAND
GP LLC, its General Partner
|
||
|
|
By:
|
/s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | |||
| Title: Member | |||
| Address: | |||
|
Cumberland
Associates LLC
0000
Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile: (000)
000-0000
Attention: Xxxxx
Xxxxx
|
|||
Signature
Page to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| CUMBERLAND BENCHMARKED PARTNERS, L.P. | |||
| By: |
CUMBERLAND
BENCHMARKED GP LLC,
its General Partner |
||
|
|
By:
|
/s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | |||
| Title: Member | |||
| Address: | |||
|
Cumberland
Associates LLC
0000
Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile: (000)
000-0000
Attention: Xxxxx
Xxxxx
|
|||
Signature
Page to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| LONGVIEW PARTNERS B, L.P. | |||
| By: |
LONGVIEW
B GP LLC, its
General Partner
|
||
|
|
By:
|
/s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | |||
| Title: Member | |||
| Address: | |||
|
Cumberland
Associates LLC
0000
Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile: (000)
000-0000
Attention: Xxxxx
Xxxxx
|
|||
Signature
Page to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| XXXXXX INTERNATIONAL S.A. | |||
| By: |
CUMBERLAND
ASSOCIATES LLC,
as Investment Adviser |
||
|
|
By:
|
/s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | |||
| Title: Member | |||
| Address: | |||
|
Cumberland
Associates LLC
0000
Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile: (000)
000-0000
Attention: Xxxxx
Xxxxx
|
|||
Signature
Page to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| CYRUS EUROPE MASTER FUND LTD. | |||
|
|
By:
|
/s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | |||
| Title: Chief Operating Officer | |||
| Address: | |||
|
Cyrus
Capital Partners, L.P.
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile:
000-000-0000
Attention: Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD. | |||
|
|
By:
|
/s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | |||
| Title: Chief Operating Officer | |||
| Address: | |||
|
Cyrus
Capital Partners, L.P.
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile:
000-000-0000
Attention: Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| CRESCENT 1 L.P. | |||
|
|
By:
|
/s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | |||
| Title: Chief Operating Officer | |||
| Address: | |||
|
Cyrus
Capital Partners, L.P.
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile:
000-000-0000
Attention: Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| CRS FUND LTD. | |||
|
|
By:
|
/s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | |||
| Title: Chief Operating Officer | |||
| Address: | |||
|
Cyrus
Capital Partners, L.P.
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile:
000-000-0000
Attention: Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| CYRUS OPPORTUNITIES MASTER FUND II, LTD. | |||
|
|
By:
|
/s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | |||
| Title: Chief Operating Officer | |||
| Address: | |||
|
Cyrus
Capital Partners, L.P.
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile:
000-000-0000
Attention: Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| HALBIS DISTRESSED
OPPORTUNITIES MASTER FUND, LTD. |
|||
|
|
By:
|
/s/ Xxxxx Sakon | |
| Name: Xxxxx Sakon | |||
| Title: Vice President | |||
| Address: | |||
|
HSBC
Global Asset Management
000
Xxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile:
(000) 000-0000
Attention: Xxxx
X. Xxx, CFA, Vice
President
Xxxx
Xxxxxxxx
|
|||
Signature Page to Cash Recovery Option Backstop
Agreement
| SIGNATORY | |||
| MERCED PARTNERS LIMITED PARTNERSHIP | |||
|
|
By:
|
/s/ Xxxxxx X. Rock | |
| Name: Xxxxxx X. Rock | |||
| Title: Authorized Representative | |||
| Address: | |||
|
c/o
EBF & Associates, L.P.
000
Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx,
XX 00000
Facsimile:
(000) 000-0000
Attcntion:
Xxxxxx X. Rock
Xxxxxx
Xxxxx
|
|||
Signature Page to Cash Recovery Option Backstop
Agreement
| SIGNATORY | |||
| MERCED PARTNERS II, L.P. | |||
|
|
By:
|
/s/ Xxxxxx X. Rock | |
| Name: Xxxxxx X. Rock | |||
| Title: Authorized Representative | |||
| Address: | |||
|
c/o
EBF & Associates, L.P.
000
Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx,
XX 00000
Facsimile:
(000) 000-0000
Attcntion:
Xxxxxx X. Rock
Xxxxxx
Xxxxx
|
|||
Signature Page to Cash Recovery Option Backstop
Agreement
| SIGNATORY | |||
| QVT FUND LP | |||
|
|
By:
|
/s/ Xxxx Xxxxx | |
| Name: Nike Xxxxx | |||
| Title: Managing Member | |||
|
By:
|
/s/ Xxxxx Xx | ||
| Name: Xxxxx Xx | |||
| Title: Managing Member | |||
| Address: | |||
|
c/o
QVT Financial LP
1177
Avenue of the Xxxxxxxx, 0xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile: (000)
000-0000
Attention: Xxxxxxx
Xxxxxxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| QUINTESSENCE FUND L.P. | |||
|
|
By:
|
/s/ Xxxx Xxxxx | |
| Name: Nike Xxxxx | |||
| Title: Managing Member | |||
|
By:
|
/s/ Xxxxx Xx | ||
| Name: Xxxxx Xx | |||
| Title: Managing Member | |||
| Address: | |||
|
c/o
QVT Financial LP
1177
Avenue of the Xxxxxxxx, 0xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile: (000)
000-0000
Attention: Xxxxxxx
Xxxxxxxxx
|
|||
Signature Page to Cash Recovery Option Backstop
Agreement
| SIGNATORY | |||
| RIVA RIDGE MASTER FUND, LTD. | |||
|
|
By:
|
/s/ Xxxxxxx Xxxxxx | |
| Name: | |||
| Title: | |||
| Address: | |||
|
c/o
Riva Ridge Capital Management LP
00
Xxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile:
(000) 000-0000
Attention: Xxxxxx
Xxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| MARINER LDC | |||
|
|
By:
|
/s/ Xxxxxxx Xxxxxx | |
| Name: | |||
| Title: | |||
| Address: | |||
|
c/o
Riva Ridge Capital Management LP
00
Xxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile:
(000) 000-0000
Attention: Xxxxxx
Xxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
| SENECA CAPITAL, L.P. | |||
|
|
By:
|
/s/ Xxxx Xxxxxxxxx | |
| Name: | |||
| Title: | |||
| Address: | |||
|
Seneca
Capital L.P.
000
Xxxxxxx Xxxxxx - 0xx xxxxx
Xxx
Xxxx, XX 00000
Facsimile:
(000) 000-0000
Attention: Xxxx
Xxxxxxxx
Xxxxx
Xxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
|
SILVER POINT
CAPITAL, L.P. on behalf
of its affiliates and related funds
|
|||
|
|
By:
|
/s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | |||
| Title: Authorized Person | |||
| Address: | |||
|
Silver
Point Capital, L.P.
0
Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxx,
XX 00000
Facsimile:
(000) 000-0000
Attention: Xxxx
Xxxxxxxx
|
|||
Signature Page to Cash Recovery Option Backstop
Agreement
| SIGNATORY | |||
|
SPECTRUM INVESTMENT PARTNERS, L.P.
|
|||
|
By:
|
Spectrum Group | ||
| Mangement LLC | |||
|
|
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxxx | |||
| Title: Managing Member | |||
| Address: | |||
|
c/o
Spectrum Group Management LLC
0000
Xxxxxxxx, Xxxxx 000
Xxx
Xxxx, XX 00000
Facsimile: (000)
000-0000
Attention: Xxxxxxx
X. Xxxxxxxx
Xxxxx
X.X.
Xxxxxxx
|
|||
|
With
a copy to:
Spectrum
Group Management LLC
0000
Xxxxxxxx, Xxxxx 000
Xxx
Xxxx, XX 00000
Facsimile: (000)
000-0000
Attention: Xxxxxxx
X. Xxxxxx
|
|||
Signature Page to Cash Recovery Option Backstop
Agreement
| SIGNATORY | |||
|
SIPI MASTER LTD.
|
|||
|
By:
|
Spectrum Investment | ||
| Mangement LLC | |||
|
|
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxxx | |||
| Title: Managing Member | |||
| Address: | |||
|
c/o
Spectrum Group Management LLC
0000
Xxxxxxxx, Xxxxx 000
Xxx
Xxxx, XX 00000
Facsimile: (000)
000-0000
Attention: Xxxxxxx
X. Xxxxxxxx
Xxxxx
X.X.
Xxxxxxx
|
|||
|
With
a copy to:
Spectrum
Group Management LLC
0000
Xxxxxxxx, Xxxxx 000
Xxx
Xxxx, XX 00000
Facsimile: (000)
000-0000
Attention: Xxxxxxx
X. Xxxxxx
|
|||
| SIGNATORY | |||
|
XXXXX MASTER FUND LTD.
|
|||
|
|
By:
|
/s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxx Offshore Management LLC | |||
| Title: Investment Manager | |||
| By: Xxxxxx X. Xxxxx | |||
|
Authorized
Signatory
|
|||
| Address: | |||
|
c/x
Xxxxx Offshore Management LLC
0000
X. Xxxx Xxxxx
Xx.
Xxxxxxx, XX 00000
Facsimile:
(000) 000-0000
Attention: Xxx
Xxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
|
XXXXX CRITERION MASTER FUND LTD.
|
|||
|
|
By:
|
/s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxx Criterion Management LLC | |||
| Title: Investment Manager | |||
| By: Xxxxxx X. Xxxxx | |||
|
Authorized
Signatory
|
|||
| Address: | |||
|
c/x
Xxxxx Criterion Management LLC
0000
X. Xxxx Xxxxx
Xx.
Xxxxxxx, XX 00000
Facsimile:
(000) 000-0000
Attention: Xxx
Xxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
|
UBS SECURITIES LLC (Solely with respect to the
Distressed Debt Trading Group)
|
|||
|
|
By:
|
/s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | |||
| Title: Managing Director | |||
|
|
|||
| By: | /s/ Xxxxxxx Teach | ||
| Name: Xxxxxxx Teach | |||
| Title: MD | |||
| Address: | |||
|
UBS
Securities LLC
000
Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX
00000
Facsimile:
(000) 000-0000
Attention: Fixed
Income
Legal
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
|
VENOR CAPITAL MASTER FUND LTD.
|
|||
|
|
By:
|
/s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | |||
| Title: Authorized Signatory | |||
| Address: | |||
|
c/o
Venor Capital Management LP
Times
Square Tower
0
Xxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxx, XX 00000
Facsimile:
(000) 000-0000
Attention: Xxxxxxx
Xxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
|
WHITEBOX HEDGED HIGH YIELD PARTNERS,
L.P.
|
|||
|
|
By:
|
/s/ Xxxx Xxxxxxxxx | |
| Name: Xxxx Xxxxxxxxx | |||
| Title: CLO | |||
| Whitebox Hedged High Yield Partners, LP | |||
|
Whitebox
Hedged High Yield Advisors, LLC
|
|||
|
Whitebox
Advisors, LLC
|
|||
| Address: | |||
|
Whitebox
Advisors
0000
Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxx,
XX 00000
Facsimile:
(000) 000-0000
Attention: Xxxx
Xxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
|
WHITEBOX COMBINED PARTNERS, L.P.
|
|||
|
|
By:
|
/s/ Xxxx Xxxxxxxxx | |
| Name: Xxxx Xxxxxxxxx | |||
| Title: CLO | |||
| Whitebox Hedged High Yield Partners, LP | |||
|
Whitebox
Hedged High Yield Advisors, LLC
|
|||
|
Whitebox
Advisors, LLC
|
|||
| Address: | |||
|
Whitebox
Advisors
0000
Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxx,
XX 00000
Facsimile:
(000) 000-0000
Attention: Xxxx
Xxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
|
CQS CONVERTIBLE AND
QUANTITATIVE STRATEGIES MASTER FUND LIMITED |
|||
|
|
By:
|
/s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | |||
| Title: Authorised Signatory | |||
| Address: | |||
|
c/o
CQS (US), LLC
000
Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile:
(000) 000-0000
Attention: Xxxx
Xxxxxxx
Xxx
XxXxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
|
CQS DIRECTIONAL OPPORTUNITIES
MASTER FUND LIMITED |
|||
|
|
By:
|
/s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | |||
| Title: Authorised Signatory | |||
| Address: | |||
|
c/o
CQS (US), LLC
000
Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile:
(000) 000-0000
Attention: Xxxx
Xxxxxxx
Xxx
XxXxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
|
KIVU INVESTMENT FUND LIMITED
|
|||
|
|
By:
|
/s/ Xxxxx X. Xxxxxxxx | |
| Name: Xxxxx X. Xxxxxxxx | |||
| Title: Director | |||
| Address: | |||
|
c/o
CQS (US), LLC
000
Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile:
(000) 000-0000
Attention: Xxxx
Xxxxxxx
Xxx
XxXxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
|
DEUTSCHE BANK SECURITIES INC.
(SOLELY WITH RESPECT TO THE DISTRESSED PRODUCTS GROUP) |
|||
|
|
By:
|
/s/ Xxx Xxxxx | |
| Name: Xxx Xxxxx | |||
| Title: Managing Director | |||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | ||
| Name: Xxxxxxx X. Xxxxxxxx | |||
| Title: | |||
| Address: | |||
|
00
Xxxx Xxxxxx
Xxx
Xxxx, XX 00000
Facsimile:
(000) 000-0000
Attention:
Xxx Xxxxxx
Xxxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
|
XXXXXXX INTERNATIONAL, L.P.
|
|||
| By: Xxxxxxx International
Capital Advisors Inc., as Attorney-in-Fact |
|||
|
|
By:
|
/s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | |||
| Title: Vice President | |||
| Address: | |||
|
c/x
Xxxxxxx Management Corporation
000
Xxxxx Xxxxxx
00xx
Xxxxx
Xxx
Xxxx, XX 00000
Facsimile: (000)
000-0000
Attention: Xxxxxxxx
X. Xxxxxxxxx-Xxxxxxxx
Xxxx
Xxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
|
THE LIVERPOOL LIMITED PARTNERSHIP
|
|||
| By: Liverpool Associates, Ltd., as General Partner | |||
|
|
By:
|
/s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | |||
| Title: Vice President | |||
| Address: | |||
|
c/x
Xxxxxxx Management Corporation
000
Xxxxx Xxxxxx
00xx
Xxxxx
Xxx
Xxxx, XX 00000
Facsimile: (000)
000-0000
Attention: Xxxxxxxx
X. Xxxxxxxxx-Xxxxxxxx
Xxxx
Xxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
|
XXXXXXX, SACHS & CO.
|
|||
| (SOLELY WITH RESPECT TO
THE HIGH YIELD DISTRESSED INVESTING GROUP) |
|||
|
|
By:
|
/s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | |||
| Title: Managing Director | |||
| Address: | |||
|
000
Xxxx Xxxxxx, 0xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile: (000)
000-0000
Attention: Xxx
Xxxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
|
MONARCH MASTER FUNDING LTD
|
|||
|
|
By:
|
/s/ Xxxxxxx X. Xxxxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxxxx | |||
| Title: Managing Principal | |||
| Address: | |||
|
Monarch
Alternative Capital LP
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, XX 00000
Facsimile:
(000) 000-0000
Attention: Xxxxxx
Xxxxx, General
Counsel
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
|
OAK HILL ADVISORS L.P.
|
|||
|
|
By:
|
/s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | |||
| Title: Authorized Signatory | |||
| Address: | |||
|
1114
Avenue of the Xxxxxxxx 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile: (000)
000-0000
Attention: Xxxxxxx
Xxxx
Xxxxx
Xxxxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
| SIGNATORY | |||
|
SOLUS ALTERNATIVE ASSET MANAGEMENT LP
|
|||
|
|
By:
|
/s/ Xxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxx Xxxxxxxxx | |||
| Title: COO/CFO | |||
| Address: | |||
|
000
Xxxx Xxxxxx
Xxx
Xxxx, XX 00000
Facsimile:
(000) 000-0000
Attention: Xxxxxx
Xxx
|
|||
Signature Page
to Cash Recovery Option Backstop Agreement
SCHEDULE
1
[REDACTED]
SCHEDULE
1
DISTRIBUTABLE
COMMITMENT PERCENTAGES
|
Signatory
|
$
Cash Backstop
Commitment |
Distributable
Commitment Percentage |
|
Alden
Global Distressed Opportunities Fund, X.X.
|
||
|
Xxxxx
Arbitrage, X.X.
|
||
|
Xxxxx
Arbitrage Offshore
|
||
|
Armory
Master Fund Ltd.
|
||
|
Capital
Ventures International
|
||
|
Caspian
Capital Partners, L.P.
|
||
|
Caspian
Select Credit Master Fund, Ltd.
|
||
|
CQS
Convertible and Quantitative Strategies Master Fund
Limited
|
||
|
CQS
Directional Opportunities Master Fund Limited
|
||
|
Crescent
1 L.P.
|
||
|
CRS
Fund Ltd.
|
||
|
CSS,
LLC
|
||
|
Xxxxxx
International S.A.
|
||
|
Cumberland
Benchmarked Partners, L.P.
|
||
|
Cumberland
Partners
|
||
|
Cyrus
Europe Master Fund Ltd.
|
||
|
Cyrus
Opportunities Master Fund II, Ltd.
|
||
|
Cyrus
Select Opportunities Master Fund, Ltd.
|
||
|
Deutsche
Bank Securities Inc. (Solely with respect to
the Distressed Products Group) |
||
|
Xxxxxxx
International, X.X.
|
||
|
Xxxxxxx,
Sachs & Co. (Solely with respect to the High
Yield Distressed Investing Group) |
||
|
Halbis
Distressed Opportunities Master Fund Ltd.
|
||
|
Kivu
Investment Fund Limited
|
||
|
LongView
Partners B, L.P.
|
||
|
Mariner LDC (Caspian)
|
||
|
Mariner
LDC (Riva
Ridge)
|
||
|
Merced
Partners II, L.P.
|
||
|
Merced
Partners Limited Partnership
|
||
|
Monarch
Master Funding Ltd.
|
||
|
NewFinance
Alden SPV
|
||
|
Oak
Hill Advisors, L.P.
|
||
|
Quintessence
Fund L.P.
|
||
|
QVT
Fund LP
|
||
|
Riva
Ridge Master Fund, Ltd.
|
SCHEDULE
1
|
Signatory
|
$
Cash Backstop
Commitment |
Distributable
Commitment Percentage |
|
Seneca
Capital LP
|
||
|
Silver
Point Capital, L.P.
|
||
|
SIPI
Master Ltd.
|
||
|
Solus
Alternative Asset Management LP
|
||
|
Spectrum
Investment Partners, X.X.
|
||
|
Xxxxx
Criterion Master Fund Ltd.
|
||
|
Xxxxx
Master Fund Ltd.
|
||
|
The
Seaport Group LLC Profit Sharing Plan
|
||
|
The
Liverpool Limited Partnership
|
||
|
UBS
Securities LLC
|
||
|
Venor
Capital Master Fund Ltd.
|
||
|
Whitebox
Combined Partners, L.P.
|
||
|
Whitebox
Hedged High Yield Partners, L.P.
|
||
|
TOTAL
|
$50,000,000.00
|
100.00000%
|
