CUSIP No.
92839U107
|
Page 2
of 10
Pages
|
1
|
NAME OF REPORTING
PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY)
Citadel Securities
LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
£
(b)
S
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF
FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
|
||
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
0
|
|
8
|
SHARED VOTING
POWER
1,018,400
shares
|
||
9
|
SOLE DISPOSITIVE
POWER
0
|
||
10
|
SHARED DISPOSITIVE
POWER
See Row 8
above.
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON £
See Row 8
above.
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES £
|
||
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0.8 percent1
|
||
14
|
TYPE OF REPORTING
PERSON
OO,
BD
|
CUSIP No.
92839U107
|
Page 3
of 10
Pages
|
1
|
NAME OF REPORTING
PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY)
Citadel Holdings I
LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
£
(b)
S
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF
FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
|
||
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
0
|
|
8
|
SHARED VOTING
POWER
1,018,400
shares
|
||
9
|
SOLE DISPOSITIVE
POWER
0
|
||
10
|
SHARED DISPOSITIVE
POWER
See Row 8
above.
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON £
See Row 8
above.
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES £
|
||
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0.8 percent2
|
||
14
|
TYPE OF REPORTING
PERSON
PN,
HC
|
CUSIP No.
92839U107
|
Page 4 of
10
Pages
|
1
|
NAME OF REPORTING
PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY)
Citadel Investment Group II,
L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
£
(b)
S
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF
FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
|
||
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
0
|
|
8
|
SHARED VOTING
POWER
1,018,400
shares
|
||
9
|
SOLE DISPOSITIVE
POWER
0
|
||
10
|
SHARED DISPOSITIVE
POWER
See Row 8
above.
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON £
See Row 8
above.
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES £
|
||
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0.8 percent3
|
||
14
|
TYPE OF REPORTING
PERSON
OO,
HC
|
CUSIP No.
92839U107
|
Page 5
of 10
Pages
|
1
|
NAME OF REPORTING
PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY)
Kenneth
Griffin
|
||
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
£
(b)
S
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF
FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
|
||
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
0
|
|
8
|
SHARED VOTING
POWER
1,018,400
shares
|
||
9
|
SOLE DISPOSITIVE
POWER
0
|
||
10
|
SHARED DISPOSITIVE
POWER
See Row 8
above.
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON£
See Row 8
above.
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES£
|
||
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0.8 percent4
|
||
14
|
TYPE OF REPORTING
PERSON
IN,
HC
|
CUSIP No.
92839U107
|
Page 6
of 10
Pages
|
ITEM
1.
|
SECURITY
AND ISSUER
|
ITEM 2.
|
IDENTITY AND
BACKGROUND.
|
ITEM
3.
|
SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
|
ITEM
4.
|
PURPOSE
OF TRANSACTION
|
CUSIP No.
92839U107
|
Page 7
of 10
Pages
|
ITEM
5.
|
INTEREST IN
SECURITIES OF THE ISSUER
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
|
CUSIP No.
92839U107
|
Page 8
of 10
Pages
|
CUSIP No.
92839U107
|
Page 9
of 10
Pages
|
ITEM
7.
|
MATERIAL TO BE
FILED AS EXHIBITS
|
Exhibit
99.1
|
Joint
Filing Agreement
|
Exhibit
99.2
|
Directors
and Officers of CS and CIG-II
|
Exhibit
99.3
|
Transactions
in the Shares effected in the past 60 days
|
Exhibit
99.4
|
Second
Amended Joint Plan of Reorganization for Visteon Corporation and its
Debtor Affiliates. (Incorporated herein by reference to Exhibit
99.1 to the Issuer’s Current Report on Form 8-K filed on May 12,
2010)
|
Exhibit
99.5
|
Equity
Commitment Agreement, dated as of May 6, 2010, by and between Visteon
Corporation and certain investors
|
Exhibit
99.6
|
Plan
Support Agreement, dated as of May 6, 2010, by and between Visteon
Corporation and certain investors
|
Exhibit
99.7
|
Cash
Recovery Backstop Agreement, dated as of May 6, 2010, by and between
Visteon Corporation and certain investors
|
Exhibit
99.8
|
Registration
Rights Agreement, dated as of [____ __], 2010, by and between Visteon
Corporation and certain
investors
|
CUSIP No.
92839U107
|
Page 10
of 10
Pages
|
CITADEL SECURITIES
LLC
By: Citadel Holdings I
LP,
its Non-Member
Manager
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
|
CITADEL HOLDINGS I
LP
By:Citadel Investment Group II,
L.L.C.,
its General
Partner
By:
/s/
John C. Nagel
John C. Nagel, Authorized
Signatory
|
CITADEL INVESTMENT GROUP II,
L.L.C.
By:
/s/
John C. Nagel
John C. Nagel, Authorized Signatory
|
KENNETH
GRIFFIN
By:
/s/ John C.
Nagel
John
C. Nagel, attorney-in-fact*
|
CITADEL SECURITIES
LLC
By:Citadel Holdings I
LP,
its Non-Member
Manager
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
|
CITADEL HOLDINGS I
LP
By:Citadel Investment Group II,
L.L.C.,
its General
Partner
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
|
CITADEL INVESTMENT GROUP II,
L.L.C.
By: /s/
John C. Nagel
John
C. Nagel, Authorized Signatory
|
KENNETH
GRIFFIN
By:
/s/ John C.
Nagel
John
C. Nagel, attorney-in-fact*
|
Name
|
Title and
Present Principal Occupation
|
Citizenship
|
||
Kenneth
Griffin
|
President and Chief Executive
Officer
|
United
States
|
Name
|
Title
and Present Principal Occupation
|
Citizenship
|
||
Patricia Stasny | Chief Financial Officer | United States | ||
For
the Account of
|
Date
of Transaction
|
Nature
of Transaction
|
Number
of Shares
|
Price
per Share
|
Citadel
Securities
|
4/22/10
|
Buy
Transaction
|
100,000
|
1.2965
|
Citadel
Securities
|
4/23/10
|
Buy
Transaction
|
50,000
|
1.5070
|
Citadel
Securities
|
4/23/10
|
Buy
Transaction
|
168,000
|
1.5370
|
Citadel
Securities
|
4/26/10
|
Buy
Transaction
|
182,000
|
1.6685
|
Citadel
Securities
|
4/29/10
|
Buy
Transaction
|
330,000
|
1.7260
|
Citadel
Securities
|
4/30/10
|
Buy
Transaction
|
170,000
|
1.7368
|
Citadel
Securities
|
5/17/10
|
Buy
Transaction
|
18,000
|
0.894
|
Page
|
||
ARTICLE I
|
DEFINITIONS
|
1
|
Section 1.1
|
Definitions
|
1
|
Section 1.2
|
Additional Defined Terms
|
14
|
Section 1.3
|
Construction
|
16
|
ARTICLE II
|
RIGHTS
OFFERING
|
17
|
Section 2.1
|
The Rights
Offering
|
17
|
Section 2.2
|
Procedure of Rights
Offering
|
17
|
ARTICLE III
|
THE
COMMITMENTS
|
20
|
Section 3.1
|
The Direct Purchase
Commitment
|
20
|
Section 3.2
|
The Stock Right
Commitment
|
21
|
Section 3.3
|
Alternative
Financing
|
21
|
Section 3.4
|
Notice of Unsubscribed
Shares
|
23
|
Section 3.5
|
Issuance and Delivery of Investor
Shares
|
23
|
Section 3.6
|
Transfer, Designation and
Assignment Rights
|
23
|
ARTICLE IV
|
PREMIUMS AND EXPENSES
|
25
|
Section 4.1
|
Premiums and Damages Payable by
the Company
|
25
|
Section 4.2
|
Payment of Premiums and
Damages
|
26
|
Section 4.3
|
Transaction
Expenses
|
26
|
ARTICLE V
|
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY
|
28
|
Section 5.1
|
Organization and
Qualification
|
29
|
Section 5.2
|
Corporate Power and
Authority
|
29
|
Section 5.3
|
Execution and Delivery;
Enforceability
|
30
|
Section 5.4
|
Authorized and Issued Capital
Stock
|
30
|
Section 5.5
|
Issuance
|
31
|
Section 5.6
|
No Conflict
|
31
|
Section 5.7
|
Consents and
Approvals
|
31
|
Section 5.8
|
Arm’s Length
|
32
|
Section 5.9
|
Financial
Statements
|
32
|
Section
5.10
|
Company SEC Documents and
Disclosure Statement
|
32
|
Section
5.11
|
Absence of Certain
Changes
|
33
|
Section
5.12
|
No Violation or Default;
Compliance with Laws
|
34
|
Section
5.13
|
Legal Proceedings
|
34
|
Section
5.14
|
Labor
Relations
|
34
|
Section
5.15
|
Intellectual
Property
|
35
|
Section
5.16
|
Title to Real and Personal
Property
|
36
|
Section
5.17
|
No Undisclosed
Relationships
|
36
|
Page
|
||
Section
5.18
|
Licenses and
Permits
|
36
|
Section
5.19
|
Compliance With Environmental
Laws
|
37
|
Section
5.20
|
Tax Matters
|
38
|
Section
5.21
|
Company
Plans
|
39
|
Section
5.22
|
Internal Control Over Financial
Reporting
|
41
|
Section
5.23
|
Disclosure Controls and
Procedures
|
41
|
Section
5.24
|
Material
Contracts
|
42
|
Section
5.25
|
No Unlawful
Payments
|
42
|
Section
5.26
|
Compliance with Money Laundering
Laws
|
42
|
Section
5.27
|
Compliance with Sanctions
Laws
|
42
|
Section
5.28
|
No Broker’s Fees
|
43
|
Section
5.29
|
No Registration
Rights
|
43
|
Section
5.30
|
Takeover
Statutes
|
43
|
Section 5.31
|
No Off-Balance Sheet
Liabilities
|
43
|
ARTICLE VI
|
REPRESENTATIONS AND WARRANTIES OF
THE INVESTORS
|
43
|
Section 6.1
|
Incorporation
|
43
|
Section 6.2
|
Corporate Power and
Authority
|
43
|
Section 6.3
|
Execution and
Delivery
|
44
|
Section 6.4
|
No Conflict
|
44
|
Section 6.5
|
Consents and
Approvals
|
44
|
Section 6.6
|
No
Registration
|
44
|
Section 6.7
|
Purchasing
Intent
|
45
|
Section 6.8
|
Sophistication;
Investigation
|
45
|
Section 6.9
|
No Holdings Under the Credit
Facility
|
45
|
Section
6.10
|
No Broker’s Fees
|
45
|
ARTICLE VII
|
ADDITIONAL
COVENANTS
|
45
|
Section 7.1
|
Approval Motion and Approval
Order
|
45
|
Section 7.2
|
Plan, Disclosure Statement and
Other Documents
|
46
|
Section 7.3
|
Securities
Laws
|
47
|
Section 7.4
|
Listing
|
47
|
Section 7.5
|
Earnings
Statement
|
47
|
Section 7.6
|
Notification
|
48
|
Section 7.7
|
Funding
Approval
|
48
|
Section 7.8
|
Use of
Proceeds
|
48
|
Section 7.9
|
Conduct of
Business
|
48
|
Section
7.10
|
Access to
Information
|
51
|
Section
7.11
|
Financial
Information
|
51
|
Section
7.12
|
Takeover
Statutes
|
52
|
Page
|
||
Section 7.13
|
Notice of Alternate
Transaction
|
52
|
Section
7.14
|
Commercially Reasonable
Efforts
|
53
|
Section
7.15
|
Antitrust
Approval
|
53
|
Section
7.16
|
Plan
Support
|
55
|
Section
7.17
|
Exit
Financing
|
55
|
Section
7.18
|
Ford
Agreement
|
55
|
Section
7.19
|
VIHI
Restructuring
|
56
|
Section
7.20
|
UK Pension
Notice
|
56
|
ARTICLE
VIII
|
CONDITIONS TO THE OBLIGATIONS OF
THE PARTIES
|
56
|
Section 8.1
|
Conditions to the Obligation of
the Investors
|
56
|
Section 8.2
|
Waiver of Conditions to Obligation
of Investors
|
60
|
Section 8.3
|
Conditions to the Obligation of the
Company
|
60
|
Section 8.4
|
Failure of Closing
Conditions
|
61
|
Section 8.5
|
Regulatory
Reallocation
|
61
|
ARTICLE IX
|
INDEMNIFICATION AND
CONTRIBUTION
|
62
|
Section 9.1
|
Indemnification
Obligations
|
62
|
Section 9.2
|
Indemnification
Procedure
|
62
|
Section 9.3
|
Settlement of Indemnified
Claims
|
63
|
Section 9.4
|
Contribution
|
64
|
Section 9.5
|
Treatment of Indemnification
Payments
|
64
|
Section 9.6
|
Limitation on
Liabilities
|
64
|
Section 9.7
|
Survival of Representations and
Warranties
|
64
|
ARTICLE X
|
TERMINATION
|
65
|
Section
10.1
|
Termination
Rights
|
65
|
Section
10.2
|
Alternate Transaction
Termination
|
67
|
Section
10.3
|
Effect of
Termination
|
68
|
ARTICLE XI
|
GENERAL
PROVISIONS
|
68
|
Section
11.1
|
Notices
|
68
|
Section
11.2
|
Assignment; Third Party
Beneficiaries
|
70
|
Section 11.3
|
Prior Negotiations; Entire
Agreement
|
70
|
Section
11.4
|
GOVERNING LAW;
VENUE
|
71
|
Section
11.5
|
WAIVER OF JURY
TRIAL
|
71
|
Section
11.6
|
Counterparts
|
71
|
Section
11.7
|
Waivers and Amendments; Rights
Cumulative
|
72
|
Section
11.8
|
Headings
|
72
|
Section
11.9
|
Specific Performance; Limitations on
Remedies
|
73
|
Section
11.10
|
Approval by Requisite Receiving
Co-Investors
|
74
|
Page
|
||
Section
11.11
|
No Reliance
|
75
|
Section
11.12
|
Publicity
|
75
|
Section
11.13
|
Effectiveness
|
75
|
Schedule 1
|
Equity Commitment, Premium and
Damages Allotments
|
Schedule 2
|
Arrangement Premium
Allotment
|
Schedule 3
|
Transaction Expenses
Estimate
|
Schedule 4
|
Consents
|
Schedule 5
|
Lead Investors; Notice
Information
|
Schedule 6
|
Co-Investors; Notice
Information
|
Exhibit A
|
Form of Approval
Motion
|
Exhibit B
|
Attached Disclosure
Statement
|
Exhibit C
|
Attached
Plan
|
Exhibit D
|
Form of
Bylaws
|
Exhibit E
|
Form of Certificate of
Incorporation
|
Exhibit F
|
Form of Commitment Joinder
Agreement
|
Exhibit G
|
Management Equity Incentive
Plan
|
Exhibit H
|
Plan Support
Agreement
|
Exhibit I
|
Form of Registration Rights
Agreement
|
Exhibit J
|
Rights Offering
Procedures
|
Exhibit K
|
VIHI Restructuring Term
Sheet
|
Exhibit L
|
Employee Benefits Term
Sheet
|
Defined
Term
|
Section
|
Additional Investor
Agreements
|
Section
3.6(b)
|
Agreement
|
Preamble
|
Alternate Transaction
Agreement
|
Section
8.1(d)
|
Alternate Transaction
Damages
|
Section 10.2(a)
|
Alternative
Financing
|
Section
3.3(a)
|
Approval
Conditions
|
Section
10.1(b)(iii)
|
Approval
Motion
|
Recitals
|
Approval
Order
|
Recitals
|
Arrangement
Premium
|
Section
4.1(b)
|
Available Direct Subscription
Shares
|
Section
3.1(b)(ii)
|
Bankruptcy
Code
|
Recitals
|
Bankruptcy
Court
|
Recitals
|
Defined
Term
|
Section
|
Basic Subscription
Right
|
Section
2.2(b)
|
Breaching
Investor
|
Section
9.1(b)
|
Company
|
Preamble
|
Company
Plans
|
Section
5.21(a)
|
Confirmed
Plan
|
Section
8.1(b)
|
Debtor
|
Recitals
|
Determination
Date
|
Section 2.2(f)
|
Direct
Commitment
|
Section
3.1(a)
|
Direct Subscription
Shares
|
Section
3.1(a)
|
Disclosure
Letter
|
Article
V
|
Discrimination
Notice
|
Section
11.10
|
Dispute
Notice
|
Section
11.10
|
Employee
Representatives
|
Section
5.14(a)
|
Environmental
Laws
|
Section
5.19(a)
|
ERISA
|
Section
5.21(a)
|
Exit
Financing
|
Section
7.17
|
Expedited
Proceedings
|
Section
11.10
|
Filing
Party
|
Section
7.15(b)
|
Financial
Reports
|
Section
7.11(a)
|
Financial
Statements
|
Section
5.9
|
Ford
|
Section
7.18
|
Ford
Agreement
|
Section
7.18
|
Fully Exercising Holder
|
Section
2.2(c)
|
Funding Approval
Certificate
|
Section
7.7
|
GAAP
|
Section
5.9
|
Indemnified
Claim
|
Section
9.2
|
Indemnified
Person
|
Section
9.2
|
Indemnifying
Party
|
Section
9.2
|
Investor
|
Preamble
|
Joint Filing
Party
|
Section
7.15(c)
|
Legal
Proceedings
|
Section 5.13
|
Losses
|
Section
9.1(a)
|
Material
Contracts
|
Section
5.24
|
Money Laundering
Laws
|
Section
5.26
|
Multiemployer
Plans
|
Section
5.21(b)
|
Offered Direct Subscription
Shares
|
Section
3.1(b)
|
Offering
Investor
|
Section
3.1(b)
|
OPEB Order
|
Section
5.11(f)
|
Outside Date
|
Section
10.1(b)(iii)
|
Over-Allotted
Investor
|
Section
8.5
|
Over-Subscribed
Shares
|
Section
2.2(e)
|
Oversubscription
Right
|
Section
2.2(c)
|
Party
|
Preamble
|
Petition
Date
|
Recitals
|
Pre-Closing
Period
|
Section
7.9
|
Defined
Term
|
Section
|
Proceedings
|
Recitals
|
Purchase
Notice
|
Section
2.2(f)
|
Purchase
Price
|
Section
2.1
|
Regulatory
Cure
|
Section
8.5
|
Regulatory
Reallocation
|
Section
8.5
|
Related
Purchaser
|
Section
3.6(a)
|
Removed Allotted
Portion
|
Section
8.5
|
Requisite Receiving Co-Investor
Approval
|
Section
11.10
|
Right
|
Section
2.1
|
Rights Distribution
Date
|
Section
2.2(b)
|
Rights Exercise
Period
|
Section
2.2(d)
|
Rights
Offering
|
Section
2.1
|
ROFR
Investors
|
Section
3.6(c)
|
Share
|
Section
2.1
|
Stock Right
Commitment
|
Section
3.2
|
Stock Right
Deposit
|
Section
4.2
|
Stock Right
Premium
|
Section
4.1(a)
|
Takeover
Statute
|
Section
5.30
|
Tax Return
|
Section
5.20(a)
|
Transaction
Agreements
|
Section
5.2(a)
|
Transaction
Expenses
|
Section
4.3(a)
|
Transfer
Notice
|
Section
3.6(c)
|
Transferring
Investor
|
Section
3.6(c)
|
Ultimate
Purchaser
|
Section
3.6(b)
|
|
(a)
|
If to the
Company:
|
|
Van Buren Township, Michigan
48111
|
|
Facsimile:
|
(734)
710-7112
|
|
Attention:
|
Chief Financial
Officer
|
|
Facsimile:
|
(302)
652-4400
|
|
Attention:
|
Laura Davis
Jones
|
|
James E. O’Neill
|
|
Mark M.
Billion
|
|
Facsimile:
|
(312) 862-2200
|
|
Attention:
|
James H. M. Sprayregen,
P.C.
|
|
James J. Mazza,
Jr.
|
|
Gerald T. Nowak,
P.C.
|
|
Howard
Norber
|
|
Facsimile:
|
(212)
446-4900
|
|
Attention:
|
Marc Kieselstein,
P.C.
|
|
Brian S.
Lennon
|
|
(b)
|
If to any Lead
Investor:
|
|
Facsimile:
|
(212)
354-8113
|
|
Attention:
|
Gerard
Uzzi
|
|
Gregory
Pryor
|
|
(c)
|
If to any
Co-Investor:
|
|
Attention:
|
Michael
Stamer
|
|
Arik
Preis
|
|
Tony Feuerstein
|
|
Facsimile:
|
(212)
872-1002
|
|
(d)
|
If to the Ad Hoc
Counsel:
|
|
Attention:
|
Michael
Stamer
|
|
Arik
Preis
|
|
Tony
Feuerstein
|
|
Facsimile:
|
(212)
872-1002
|
|
By:
|
/s/
William G. Quigley
|
|
Name: William G.
Quigley
|
|
Title: EVP and
CFO
|
|
By:
|
/s/
Kevin Jones
|
|
Name: Kevin
Jones
|
|
Title: Authorized
Signatory
|
|
By:
|
/s/
Kevin Jones
|
|
Name: Kevin
Jones
|
|
Title: Authorized
Signatory
|
|
By:
|
/s/
Ray Costa
|
|
Name: Ray
Costa
|
|
Title: Managing
Director
|
|
By:
|
/s/
Charles J. Lanketree
|
|
Name: Charles J.
Lanketree
|
|
Title: Managing
Director
|
|
By:
|
Elliot
International Capital Advisors Inc.,
as
|
|
Attorney-in-Fact
|
|
By:
|
/s/ Elliot
Greenberg
|
|
Name:
Elliot Greenberg
|
|
Title:
Vice President
|
|
By:
|
/s/ Justin
Slatky
|
|
Name:
Justin Slatky
|
|
Title:
Managing Director
|
|
By:
|
/s/ [signatory
illegible]
|
|
Name:
[signatory illegible]
|
|
Title:
Director
|
|
By:
|
MONARCH
ALTERNATIVE CAPITAL
|
|
LP,
its investment advisor
|
|
By:
|
/s/ Christopher
Santana
|
|
Name:
Christopher Santana
|
|
Title:
Managing Principal
|
|
By:
|
/s/ Scott D.
Krase
|
|
Name:
Scott D. Krase
|
|
Title:
Authorized Signatory
|
|
By:
|
/s/ Chris
Pucillo
|
|
Name:
Chris Pucillo
|
|
Title:
Authorized Signatory
|
|
By:
|
Liverpool
Associates, Ltd., as General
|
|
Partner
|
|
By:
|
/s/ Elliot
Greenberg
|
|
Name:
Elliot Greenberg
|
|
Title:
Vice President
|
|
By:
|
Alden
Global Distressed Opportunities
Fund
|
|
GP,
LLC, its general partner
|
|
By:
|
/s/ Jim
Plohg
|
|
Name:
Jim Plohg
|
|
Title:
Vice President
|
|
By:
|
/s/ Tal
Gurion
|
|
Name:
Tal Gurion
|
|
Title:
Managing Director of Investment
|
|
Manager
|
|
By:
|
/s/ Tal
Gurion
|
|
Name:
Tal Gurion
|
|
Title:
Managing Director of Investment
|
|
Manager
|
|
By:
|
/s/ Jay
Burnham
|
|
Name:
Jay Burnham
|
|
Title:
Manager
|
|
By:
|
Armory
Advisors LLC, its investment
|
|
Manager
|
|
By:
|
/s/ Jay
Burnham
|
|
Name:
Jay Burnham
|
|
Title:
Manager
|
|
By:
|
Armory
Advisors LLC, its investment
|
|
Advisor
|
|
By:
|
/s/ Jay
Burnham
|
|
Name:
Jay Burnham
|
|
Title:
Manager
|
|
By:
|
Susquehanna
Advisors Group, Inc.,
|
|
its
authorized agent
|
|
By:
|
/s/ Joel
Greenberg
|
|
Name:
Joel Greenberg
|
|
Title:
Vice President
|
|
By:
|
Mariner
Investment Group, as Investment
|
|
Advisor
|
|
By:
|
/s/ David
Corleto
|
|
Name:
David Corleto
|
|
Title:
Principal
|
|
By:
|
Mariner
Investment Group, as Investment
|
|
Advisor
|
|
By:
|
/s/ David
Corleto
|
|
Name:
David Corleto
|
|
Title:
Principal
|
|
By:
|
/s/ Toby
Buchanan
|
|
Name:
Toby Buchanan
|
|
Title:
Authorized Signatory
|
|
By:
|
/s/ Jerry
White
|
|
Name:
Jerry White
|
|
Title:
Partner
|
|
By:
|
CUMBERLAND
GP LLC, its General
|
|
Partner
|
|
By:
|
/s/ Barry
Konig
|
|
Name:
Barry Konig
|
|
Title:
Member
|
|
By:
|
CUMBERLAND
BENCHMARKED GP
|
|
LLC,
its General Partner
|
|
By:
|
/s/ Barry
Konig
|
|
Name:
Barry Konig
|
|
Title:
Member
|
|
By:
|
LONGVIEW
B GP LLC, its General Partner
|
|
By:
|
/s/ Barry
Konig
|
|
Name:
Barry Konig
|
|
Title:
Member
|
|
By:
|
CUMBERLAND
ASSOCIATES LLC, as
|
|
Investment
Adviser
|
|
By:
|
/s/ Barry
Konig
|
|
Name:
Barry Konig
|
|
Title:
Member
|
|
By:
|
Cyrus
Capital Partners, L.P. as
Investment
|
|
Manager
|
|
By:
|
/s/ David A.
Milich
|
|
Name:
David A. Milich
|
|
Title:
Chief Operating Officer
|
|
By:
|
Cyrus
Capital Partners, LP as Investment
|
|
Manager
|
|
By:
|
/s/ David A.
Milich
|
|
Name:
David A. Milich
|
|
Title:
Chief Operating Officer
|
|
By:
|
Cyrus
Capital Partners, L.P. as
Investment
|
|
Manager
|
|
By:
|
/s/ David A.
Milich
|
|
Name:
David A. Milich
|
|
Title:
Chief Operating Officer
|
|
By:
|
Cyrus
Capital Partners, L.P. as
Investment
|
|
Manager
|
|
By:
|
/s/ David A.
Milich
|
|
Name:
David A. Milich
|
|
Title:
Chief Operating Officer
|
|
By:
|
Cyrus
Capital Partners, L.P. as
Investment
|
|
Manager
|
|
By:
|
/s/ David A.
Milich
|
|
Name:
David A. Milich
|
|
Title:
Chief Operating Officer
|
|
By:
|
/s/ Peter
Sakon
|
|
Name:
Peter Sakon
|
|
Title:
VP
|
|
By:
|
Mariner
Investment Group, as Investment
|
|
Adviser
|
|
By:
|
/s/ David
Corleto
|
|
Name:
David Corleto
|
|
Title:
Principal
|
|
By:
|
Riva
Ridge Capital Management LP,
|
|
as
Investment Manager
|
|
By:
|
Riva
Ridge GP LLC, GP to the Investment
|
|
Manager
|
|
By:
|
/s/ Stephen
Golden
|
|
Name:
Stephen Golden
|
|
Title:
Managing Member
|
|
By:
|
Global
Capital Management, Inc., General
|
|
Partner
|
|
By:
|
/s/ Thomas G.
Rock
|
|
Name:
Thomas G. Rock
|
|
Title:
Authorized Representative
|
|
By:
|
Lydiard
Partners, L.P., General Partner
|
|
By:
|
Tanglewood
Capital Management, Inc.,
|
|
General
Partner
|
|
By:
|
/s/ Thomas G.
Rock
|
|
Name:
Thomas G. Rock
|
|
Title:
Authorized Representative
|
By: | Alden Global Capital, its Trading Advisor | |
|
By:
|
/s/ Jim
Plohg
|
|
Name:
Jim Plohg
|
|
Title:
Vice President
|
|
By:
|
QVT
Associates GP LLC, its general
partner
|
|
By:
|
/s/ Nick
Brumm
|
|
Name:
Nick Brumm
|
|
Title:
Managing Member
|
|
By:
|
QVT
Associates GP LLC, its general
partner
|
|
By:
|
/s/ Nick
Brumm
|
|
Name:
Nick Brumm
|
|
Title:
Managing Member
|
|
By:
|
Riva
Ridge Capital Management LP,
|
|
as
Investment Manager
|
|
By:
|
Riva
Ridge GP LLC, GP to the Investment
|
|
Manager
|
|
By:
|
/s/ Stephen
Golden
|
|
Name:
Stephen Golden
|
|
Title:
Managing Member
|
|
By:
|
/s/ Mike
Anastasio
|
|
Name:
Mike Anastasio
|
|
Title:
CFO
|
|
By:
|
/s/ Michael
Gatto
|
|
Name:
Michael Gatto
|
|
Title:
Authorized Person
|
|
By:
|
Spectrum
Group Management LLC, its
|
|
general
partner
|
|
By:
|
/s/ Jeffrey A.
Schaffer
|
|
Name:
Jeffrey A. Schaffer
|
|
Title:
Managing Member
|
|
By:
|
Spectrum
Investment Management LLC,
|
|
its
investment manager
|
|
By:
|
/s/ Jeffrey A.
Schaffer
|
|
Name:
Jeffrey A. Schaffer
|
|
Title:
Managing Member
|
|
By:
|
Stark
Criterion Management LLC
|
|
Its:
|
Investment
Manager
|
|
By:
|
/s/ Donald T.
Bobbs
|
|
Name:
Donald T. Bobbs
|
|
Title:
Authorized Signatory
|
|
By:
|
Stark
Offshore Management LLC
|
|
Its:
|
Investment
Manager
|
|
By:
|
/s/ Donald T.
Bobbs
|
|
Name:
Donald T. Bobbs
|
|
Title:
Authorized Signatory
|
|
[Co-Investor
Signature Page]
|
|
By:
|
/s/ Daniel I.
Fromm
|
|
Name:
Daniel I. Fromm
|
|
Title:
Managing Director
|
|
By:
|
/s/ Jeffrey
Teach
|
|
Name:
Jeffrey Teach
|
|
Title:
MD
|
|
By:
|
/s/ Michael
Wartell
|
|
Name:
Michael Wartell
|
|
Title:
Authorized Signatory
|
|
By:
|
Whitebox
Hedged High Yield Advisors,
|
|
LLC,
its General Partner
|
|
By:
|
Whitebox
Advisors, LLC, its Managing
|
|
Member
|
|
By:
|
/s/ Jonathan
Wood
|
|
Name:
Jonathan Wood
|
|
Title:
COO/CFO
|
|
By:
|
Whitebox
Combined Advisors, LLC, its
|
|
General
Partner
|
|
By:
|
Whitebox
Advisors, LLC, its Managing
|
|
Member
|
|
By:
|
/s/ Jonathan
Wood
|
|
Name:
Jonathan Wood
|
|
Title:
COO/CFO
|
Investor
|
Direct
Subscription
Shares
|
Direct
Subscription
Shares Purchase
Price
|
Stock Right
Commitment
Percentage
|
Aggregate
Commitment
Percentage
|
Stock Right
Premium
Percentage
|
Alternate
Transaction
Damages
Percentage
|
Alden Global Distressed
Opportunities Fund, L.P.
|
||||||
Allen Arbitrage,
L.P.
|
||||||
Allen Arbitrage
Offshore
|
||||||
Armory Master Fund
Ltd.
|
||||||
Capital Ventures
International
|
||||||
Caspian Capital Partners,
L.P.
|
||||||
Caspian Select Credit Master Fund,
Ltd.
|
||||||
Citadel Securities
LLC
|
||||||
CQS Convertible and Quantitative
Strategies Master Fund
Limited
|
||||||
CQS Directional Opportunities
Master Fund Limited
|
||||||
Crescent 1
L.P.
|
||||||
CRS Fund
Ltd.
|
||||||
CSS, LLC
|
||||||
Cumber 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)
|
||||||
Elliott International,
L.P.
|
||||||
Goldman, Sachs & Co. (Solely with
respect to the High Yield Distressed
Investing Group)
|
||||||
Halbis Distressed Opportunities
Master Fund Ltd.
|
Investor
|
Direct
Subscription
Shares
|
Direct
Subscription
Shares Purchase
Price
|
Stock Right
Commitment
Percentage
|
Aggregate
Commitment
Percentage
|
Stock Right
Premium
Percentage
|
Alternate
Transaction
Damages
Percentage
|
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.
|
||||||
Seneca Capital
LP
|
||||||
Silver Point Capital,
L.P.
|
||||||
SIPI Master
Ltd.
|
||||||
Solus Alternative Asset Management
LP
|
||||||
Spectrum Investment Partners,
L.P.
|
||||||
Stark Criterion Master Fund
Ltd.
|
||||||
Stark Master Fund Ltd.
|
||||||
The Liverpool Limited
Partnership
|
||||||
The Seaport Group LLC Profit
Sharing Plan
|
||||||
UBS Securities
LLC
|
||||||
Venor Capital Master Fund
Ltd.
|
||||||
Whitebox Combined Partners,
L.P.
|
||||||
Whitebox Hedged High Yield
Partners, L.P.
|
||||||
TOTAL
|
10,834,800
|
$300,015,612.00
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
Arranger
|
Arrangement
Premium
Percentage
|
Deutsche Bank Securities,
Inc.
|
|
Goldman, Sachs &
Co.
|
|
GLCA/Sagent
Advisors
|
Deutsche
Bank
|
$0.00
|
Goldman
Sachs
|
$385,000.00
|
Solus LP
|
$381,000.00
|
Monarch
Capital
|
$0.00
|
Elliott
Management
|
$50,000.00
|
Oak Hill
|
$10,000.00
|
CQS
|
$1,000.00
|
White & Case
LLP
|
$4,250,000.00
|
OHorizons
|
$1,580,000.00
|
Conway
MacKenzie
|
$1,400,000.00
|
Sagent/GLC
|
$1,125,000.00
|
Akin Gump
|
$1,250,000.00
|
Lead
Investor
|
Notice
Information
|
|
CQS Convertible and
Quantitative
|
c/o CQS (US),
LLC
|
|
Strategies Master Fund
Limited
|
152 West 57th Street, 41st
Floor
|
|
New York, NY
10019
|
||
CQS Directional Opportunities
Master
|
Facsimile:
|
(917)
206-4099
|
Fund
Limited
|
Attention:
|
Mark
Unferth
|
Tim
McArdle
|
||
Kivu Investment Fund Limited
|
||
Deutsche Bank Securities
Inc.
|
60 Wall
Street
|
|
(solely with respect to the
Distressed
|
New York, NY
10005
|
|
Products
Group)
|
Facsimile:
|
(212)
797-4666
|
Attention:
|
Tom
Higbie
|
|
Philip
Giordano
|
||
James
MacInnis
|
||
Elliott International,
L.P.
|
c/o Elliott Management
Corporation
|
|
712 Fifth
Avenue
|
||
The Liverpool Limited
Partnership
|
35th Floor
|
|
New York, NY
10019
|
||
Facsimile:
|
(888)
341-0656
|
|
Attention:
|
Kimberly A.
Reinhardt-Gonzales
|
|
Ross
Rosen
|
||
Goldman, Sachs &
Co.
|
200 West Street, 6th
Floor
|
|
(solely with respect to the High
Yield
|
New York, NY
10282
|
|
Distressed Investing
Group)
|
Facsimile:
|
(646)
576-3388
|
Attention:
|
Ned
Oakley
|
|
Monarch Master Funding
Ltd
|
Monarch Alternative Capital
LP
|
|
535 Madison
Avenue
|
||
New York, NY
10022
|
||
Facsimile:
|
(866)
401-0532
|
|
Attention:
|
Robert Burns, General
Counsel
|
|
Oak Hill Advisors,
L.P.
|
1114 Avenue of the
Americas
|
|
27th Floor
|
||
New York, NY
10036
|
||
Facsimile:
|
(212)
735-5287
|
|
Attention:
|
Jeffrey
Kirt
|
|
Gregg
Rubin
|
||
Solus Alternative Asset Management
LP
|
430 Park
Avenue
|
|
New York, NY
10022
|
||
Facsimile:
|
(212)
284-4320
|
|
Attention:
|
Arthur
Kaz
|
Co-Investor
|
Notice
Information
|
|
Alden Global Distressed
Opportunities
|
c/o Alden Global
Capital
|
|
Fund, L.P.
|
885 Third Avenue, 34th
Floor
|
|
New York, NY
10022
|
||
NewFinance Alden
SPV
|
Facsimile:
|
(212)
702-0145
|
Attention:
|
General
Counsel
|
|
Allen Arbitrage,
L.P.
|
Allen & Company
LLC
|
|
711 Fifth
Avenue
|
||
Allen Arbitrage
Offshore
|
New York, NY
10022
|
|
Facsimile:
|
(212)
508-5839
|
|
Attention:
|
Tal
Gurion
|
|
Armory Master Fund
Ltd.
|
Armory
Advisors
|
|
999 Fifth Ave., Suite
450
|
||
The Seaport Group LLC Profit
Sharing
|
San Rafael, CA
94901
|
|
Plan
|
Facsimile:
|
(415)
259-2745
|
Attention:
|
Jay
Burnham
|
|
Capital Ventures
International
|
c/o Susquehanna Advisors Group,
Inc.
|
|
401 City Avenue, Suite
220
|
||
Bala Cynwyd, PA
19004
|
||
Facsimile:
|
(610)
747-2132
|
|
(610) 617-3850
|
||
Attention:
|
Legal
Department
|
|
Caspian Capital Partners,
L.P.
|
500 Mamaroneck Ave, Suite
101
|
|
Harrison, NY
10528
|
||
Caspian Select Credit Master Fund,
Ltd.
|
Facsimile:
|
(914)
798-4210
|
Attention:
|
Chris
Gebhardt
|
|
Mariner LDC
|
||
Citadel Securities
LLC
|
Citadel Securities
LLC
|
|
601 Lexington Avenue, 45th
Floor
|
||
New York, NY
10022
|
||
Facsimile:
|
(312)
267-7577
|
|
Attention:
|
Neal
Jhaveri
|
|
Toby
Buchanan
|
||
CSS, LLC
|
CSS, LLC
|
|
175 W Jackson Blvd Suite
440
|
||
Chicago, IL
60604
|
||
Facsimile:
|
(312)
542-8500
|
|
Attention:
|
Jerry
White
|
|
Mike
Moran
|
Co-Investor
|
Notice
Information
|
|
Cumberland
Partners
|
Cumberland Associates
LLC
|
|
1114 Avenue of the Americas,
38th
Floor
|
||
Cumberland Benchmarked Partners,
L.P.
|
New York, NY
10036
|
|
Facsimile:
|
(212)
703-1450
|
|
LongView Partners B,
L.P.
|
Attention:
|
Barry
Konig
|
Cumber International
S.A.
|
||
Cyrus Europe Master Fund
Ltd.
|
Cyrus Capital Partners,
L.P.
|
|
399 Park Avenue, 39th
Floor
|
||
Cyrus Select
Opportunities
|
New York, NY
10022
|
|
Master Fund,
Ltd.
|
Facsimile:
|
212-380-5915
|
Attention:
|
Stephon
Barnes
|
|
Crescent 1
L.P.
|
Anthony
Scire
|
|
CRS Fund
Ltd.
|
||
Cyrus Opportunities Master Fund
II, Ltd.
|
||
Halbis Distressed
Opportunities
|
HSBC Global Asset
Management
|
|
Master Fund,
Ltd.
|
452 Fifth Avenue, 18th
Floor
|
|
New York, NY
10018
|
||
Facsimile:
|
(212)
525-2380
|
|
Attention:
|
Rick W. Liu, CFA, Vice
President
|
|
Gene
Loughlin
|
||
Merced Partners Limited
Partnership
|
c/o EBF & Associates,
L.P.
|
|
601 Carlson Parkway, Suite
200
|
||
Merced Partners II,
L.P.
|
Minnetonka, MN
55305
|
|
Facsimile:
|
(952)
476-7201
|
|
Attention:
|
Thomas G.
Rock
|
|
Stuart
Brown
|
||
QVT Fund LP
|
c/o QVT Financial
LP
|
|
1177 Avenue of the Americas, 9th
Floor
|
||
Quintessence Fund
L.P.
|
New York, NY
10036
|
|
Facsimile:
|
(212)
705-8801
|
|
Attention:
|
Michael
Rosenthal
|
|
Riva Ridge Master Fund,
Ltd.
|
c/o Riva Ridge Capital Management
LP
|
|
55 Fifth Avenue, 18th
Floor
|
||
Mariner LDC
|
New York, NY
10003
|
|
Facsimile:
|
(646)
284-9919
|
|
Attention:
|
Dennis
Parks
|
Co-Investor
|
Notice
Information
|
|
Seneca Capital,
L.P.
|
Seneca Capital
L.P.
|
|
590 Madison Avenue – 9th
floor
|
||
New York, NY
10022
|
||
Facsimile:
|
(212) 826-1108
|
|
Attention:
|
Eric
Feingold
|
|
Tracy
Sigal
|
||
Silver Point Capital,
L.P.
|
Silver Point Capital,
L.P.
|
|
2 Greenwich Plaza, 1st
Floor
|
||
Greenwich, CT
06830
|
||
Facsimile:
|
(203)
542-4141
|
|
Attention:
|
Jeff
Forlizzi
|
|
Spectrum Investment Partners,
L.P.
|
c/o Spectrum Group Management
LLC
|
|
1250 Broadway, Suite
810
|
||
SIPI Master
Ltd.
|
New York, NY
10001
|
|
Facsimile:
|
(212)
983-2322
|
|
Attention:
|
Jeffrey A.
Schaffer
|
|
David D.R.
Bullock
|
||
With a copy
to:
|
||
Spectrum Group Management
LLC
|
||
1250 Broadway, Suite
810
|
||
New York, NY
10001
|
||
Facsimile:
|
(212)
983-2322
|
|
Attention:
|
Stephen C.
Jacobs
|
|
Stark Criterion Master Fund
Ltd.
|
c/o Stark Criterion Management
LLC
|
|
3600 S. Lake
Drive
|
||
St. Francis, WI
53235
|
||
Facsimile:
|
(414)
294-7700
|
|
Attention:
|
Don
Bobbs
|
|
Stark Master Fund
Ltd.
|
c/o Stark Offshore Management
LLC
|
|
3600 S. Lake
Drive
|
||
St. Francis, WI
53235
|
||
Facsimile:
|
(414)
294-7700
|
|
Attention:
|
Don
Bobbs
|
|
UBS Securities
LLC
|
UBS Securities
LLC
|
|
677 Washington
Boulevard
|
||
Stamford, CT
06901
|
||
Facsimile:
|
(203)
719-0680
|
|
Attention:
|
Fixed Income
Legal
|
Co-Investor
|
Notice
Information
|
|
Venor Capital Master Fund Ltd.
|
Venor Capital Management
LP
|
|
Times Square
Tower
|
||
7 Times Square, Suite
3505
|
||
New York, NY
10036
|
||
Facsimile:
|
(212)
703-2111
|
|
Attention:
|
Michael
Scott
|
|
Whitebox Hedged High
Yield
|
Whitebox
Advisors
|
|
Partners,
L.P.
|
3033 Excelsior Blvd, Suite
300
|
|
Minneapolis, MN
55416
|
||
Whitebox Combined Partners,
L.P.
|
Facsimile:
|
(612)
253-6151
|
Attention:
|
Pete
Wiley
|
)
|
||
In re:
|
)
|
Chapter
11
|
)
|
||
VISTEON CORPORATION, et al.,1
|
)
|
Case No. 09-11786
(CSS)
|
)
|
||
Debtors.
|
)
|
Jointly
Administered
|
)
|
THIS PLAN SUPPORT AGREEMENT IS NOT AN
OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF VOTES WITH
RESPECT TO A CHAPTER 11 PLAN OF REORGANIZATION. ANY SUCH OFFER OR
SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR
PROVISIONS OF THE BANKRUPTCY
CODE. ACCEPTANCES OR REJECTIONS WITH RESPECT TO A CHAPTER 11
PLAN OF REORGANIZATION MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT
HAS BEEN APPROVED BY THE BANKRUPTCY
COURT.
|
|
(a)
|
Visteon Corporation and all of its
direct and indirect affiliates, that are or may become a debtor and debtor
in possession (collectively, the “Debtors”) in the above-captioned chapter
11 cases (the “Chapter
11 Cases”);
|
|
(b)
|
the undersigned holders (each, a
“Consenting
7.00% Senior Note Holder” and collectively, the
“Consenting
7.00% Senior Note Holders”) of certain claims derived from
or based upon the 7.00% senior notes due March 10, 2014, issued
by
|
|
Visteon Corporation in the
original amount of $450,000,000 under that certain supplemental
indenture dated as of
March 10, 2004, by and between Visteon Corporation and J.P. Morgan Trust
Company, N.A., as trustee (the “7.00%
Senior Notes”);
|
|
(c)
|
the undersigned holders (each, a
“Consenting
8.25% Senior Note Holder” and collectively, the
“Consenting
8.25% Senior Note Holders”) of certain claims derived from
or based upon the 8.25% senior notes due August 1, 2010, issued by Visteon
Corporation in the original amount of $700,000,000 under that certain
indenture dated as of June 23, 2000, by and between Visteon Corporation and Bank One
Trust Company, N.A., as trustee (the “8.25%
Senior Notes”), who, together with the
Consenting 7.00% Senior Note Holders, hold at least two-thirds in amount
of the aggregate principal amount of the 7.00% Senior Notes and
8.25% Senior Notes;
and
|
|
(d)
|
the undersigned holders (each, a
“Consenting
12.25% Senior Note Holder” and collectively, the
“Consenting
12.25% Senior Note Holders” and together with the Consenting
7.00% Senior Note Holders and the Consenting 8.25% Senior Note Holders, the “Consenting
Senior Note Holders”) of at least two-thirds in amount
of certain claims derived from or based upon the 12.25% senior notes due
December 31, 2016, issued by Visteon Corporation in the original amount of
$206,386,000 under that certain second supplemental
indenture dated as of June 18, 2008, by and among Visteon Corporation, the
guarantors party thereto, and The Bank of New York Trust Company, N.A., as
trustee (the “12.25%
Senior Notes” and together with the 7.00%
Senior Notes and the
8.25% Senior Notes, the “Visteon
Notes”
).
|
|
2
|
Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Amended
Plan.
|
Section 1.
|
The
Amended Plan.
|
Section 2.
|
Commitments
of the Parties
Under this Agreement.
|
2.1
|
Consenting Senior Note
Holders’ and Debtors’ Support of Amended
Plan.
|
|
(a)
|
As long as this Agreement shall
not have been terminated in accordance with Section
7 or Section
2.5 hereof, each
Consenting Senior Note Holder agrees that, unless it shall have
terminated its obligations hereunder pursuant to Section
7.1(d) hereof, by
having executed and become party to this Agreement, it
shall:
|
|
(1)
|
support entry of the Disclosure
Statement Order (as defined
below);
|
|
(2)
|
agree to permit disclosure in any disclosure
statement and any filings by the Debtors with the Securities and Exchange
Commission of the contents of this Agreement, including the aggregate
7.00% Senior Notes Claims, 8.25% Senior Notes Claims, and 12.25% Senior
Notes Claims held by all Consenting
Senior Note Holders; provided, however, that the amount of such claims
held by any individual Consenting Senior Note Holder shall be disclosed
only to the Debtors and shall not be disclosed by the Debtors to any other
Entity, unless
required by applicable law, regulation, or legal process;
and
|
|
(3)
|
vote all Relevant Claims (as
defined below) it holds to accept the Amended Plan when solicited pursuant
to the Disclosure Statement Order by the Debtors, provided, however, that (a) the Disclosure Statement shall be
substantially in the form attached hereto as Exhibit
B, with any such
amendments, supplements, changes and modifications thereto, which
Disclosure Statement shall be in such form and substance as is reasonably
satisfactory to
Requisite Investors and with any changes or modifications required by the
Bankruptcy Court; (b) the Amended Plan is in the
form
|
|
(b)
|
Unless the Debtors and the
Consenting Senior Note Holders have agreed, in writing, to pursue an
Alternative Plan (as defined below) and as long as this Agreement shall
not have been terminated in accordance with Section
7 or Section
2.5 hereof, the
Debtors (subject in all respects to their fiduciary duties) and each
Consenting Senior Note Holder (so long as such Consenting Senior Note
Holder shall not have terminated its obligations hereunder
pursuant to
Section
7.1(d) hereof)
further agree that they shall not (as
applicable):
|
|
(1)
|
directly or indirectly seek,
solicit, support, or vote in favor of any other plan, sale, proposal, or
offer of dissolution, winding up, liquidation, reorganization,
merger, or
restructuring of the Debtors that could reasonably be expected to prevent,
delay, or impede the restructuring of the Debtors as contemplated by the
Amended Plan or that is inconsistent with this Agreement (collectively, an
“Alternative
Plan”);
|
|
(2)
|
directly or indirectly (a) engage
in, continue, or otherwise participate in any negotiations regarding any
Alternative Plan, (b) enter into a letter of intent, memorandum of
understanding, agreement in principle, or other agreement relating to any
Alternative Plan or (c) withhold, withdraw,
qualify, or modify their approval or recommendation of this Agreement, the
Amended Plan, or the
Restructuring;
|
|
(3)
|
object to or otherwise commence
any proceeding opposing any of the terms of the Amended Plan or the
Disclosure Statement,
including, without limitation, the findings of the Valuation Analysis (as
defined in the Disclosure Statement), provided that nothing contained herein
shall limit the ability of any Consenting Senior Note Holder to consult
with the Debtors, to
appear and be heard, or to file objections, concerning any matter arising
in the Chapter 11 Cases, so long as such consultation, appearance or
objection is not inconsistent with (i) such Consenting Senior Note
Holder’s obligations under this
Agreement or (ii) the terms of the Amended
Plan and the other transactions contemplated by and in accordance with
this Agreement and the Amended
Plan;
|
|
(4)
|
commence any proceeding or
prosecute, join in, or otherwise support any action to oppose or object to
entry of the
Disclosure Statement Order;
|
|
(5)
|
encourage any other Entity to
object to, delay, impede, appeal, or take any other action, directly or
indirectly, to interfere with entry of the Disclosure Statement Order or,
after approval thereof, an order of the Bankruptcy Court confirming the
Amended Plan;
|
|
(6)
|
commence any proceeding or
prosecute, join in, or otherwise support any action to oppose or object to
approval of the Amended Plan;
or
|
|
(7)
|
take any action that is
inconsistent with this Agreement or the Amended Plan, or that would
unreasonably delay approval of the Disclosure Statement or confirmation of
the Amended Plan.
|
2.2
|
Transfer of Claims, Interests, and
Securities.
|
2.4
|
Implementation of the Amended
Plan.
|
|
(a)
|
file a motion with the Bankruptcy
Court authorizing the Debtors to execute and perform under this Agreement
within seven (7) days of the date hereof and use their
commercially
reasonable efforts to obtain an order from the Bankruptcy Court approving
such motion (the “Plan
Support Agreement Approval Order”);
|
|
(b)
|
effectuate and consummate the
Restructuring on the terms contemplated by the Amended
Plan;
|
|
(c)
|
file the Disclosure Statement with the Bankruptcy
Court, along with a motion, to the extent necessary, seeking approval of
such Disclosure Statement;
|
|
(d)
|
obtain entry by the Bankruptcy
Court of an order approving the Disclosure Statement in form and substance
reasonably acceptable
to the Requisite Investors and finding that the Disclosure Statement
satisfies the requirements of Section 1125 of the Bankruptcy Code (such an
order, the “Disclosure
Statement Order”);
|
|
(e)
|
solicit the requisite acceptances
of the Amended Plan
in accordance with section 1125 of the Bankruptcy Code after the
Bankruptcy Court has approved the Disclosure
Statement;
|
|
(f)
|
after entry of the Disclosure
Statement Order, move to confirm the Amended Plan as expeditiously as
practicable under the Bankruptcy Code and the Federal Rules
of Bankruptcy Procedure as applicable to the Chapter 11 Cases, promulgated
under 28 U.S.C. §
2075 and the general, local, and chambers rules of the Bankruptcy Court
(collectively, the “Bankruptcy
Rules”);
|
|
(g)
|
implement all steps necessary and desirable to
obtain the Confirmation Order, which Confirmation Order shall be
consistent in all material respects with the Amended Plan and shall be in
form and substance reasonably acceptable to the Requisite
Investors;
|
|
(h)
|
take no actions inconsistent with this
Agreement, the Amended Plan, or the expeditious confirmation and
consummation of the Amended Plan;
and
|
|
(i)
|
seek to consummate the Amended
Plan upon satisfaction of all conditions to consummation
thereof.
|
2.5
|
The Debtors’ Fiduciary
Obligations.
|
Section 3.
|
Representations
and Warranties of Consenting Senior Note
Holders.
|
|
(a)
|
it is the legal owner, beneficial
holder, and/or the investment advisor or manager for the beneficial holder
of such legal or beneficial holder’s Relevant Claims and Relevant
Interests subject to this Agreement and set forth on its respective signature
page to this Agreement with authority to bind such beneficial holder to
the extent that such Consenting Senior Note Holder is not the beneficial
holder (respectively, the “Initial
Relevant Claims” and “Initial
Relevant Interests”), provided that such information
shall be held subject to the proviso in Section
2.1(a)(2)
hereof;
|
|
(b)
|
there are no Relevant Claims or
Relevant Interests of which it is the holder of record that are not part
of its Initial Relevant Claims and Initial Relevant Interests unless
such Consenting Senior Note Holder does not possess the full power to vote
and dispose of such Claims;
and
|
|
(c)
|
it has full power to vote (with
the exception of such Consenting Senior Note Holder’s Initial Relevant
Interests), dispose
of, and compromise the aggregate principal amount of the Initial Relevant
Claims and Initial Relevant
Interests.
|
Section 4.
|
Mutual
Representations, Warranties, and
Covenants.
|
4.1
|
Good
Faith.
|
4.3
|
No Consent or
Approval.
|
4.4
|
Power and
Authority.
|
4.5
|
Authorization.
|
4.6
|
Governmental
Consents.
|
4.7
|
No
Conflicts.
|
Section 5.
|
No
Waiver of Participation and Preservation of
Rights.
|
Section 6.
|
Acknowledgement.
|
Section 7.
|
Termination.
|
7.1
|
Termination
Events.
|
|
(a)
|
immediately upon the
written agreement of
the Debtors and the Requisite Senior Note Holders to terminate this
Agreement;
|
|
(b)
|
by any of the Debtors or the
Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the
other Parties; provided that such notice is delivered in accordance
with Section
8.11 hereof and
received not more than ten (10) Business Days following the occurrence of
any event described in clause (1) or (2) below,
if:
|
|
(1)
|
any of the Chapter 11 Cases are
dismissed or converted to a case under Chapter 7 of the
Bankruptcy Code; or
|
|
(2)
|
the Bankruptcy Court has entered
an order in any of the Chapter 11 Cases appointing an examiner with
expanded powers or a trustee under chapter 7 or chapter 11 of the
Bankruptcy Code; provided, however, that the appointment of an examiner
pursuant to the motion of that certain ad
hoc committee of
equityholders as filed with the Bankruptcy Court on April 2, 2010 shall
not give rise to a right to terminate this
Agreement;
|
|
(c)
|
by the Requisite Senior Note
Holders, upon three
(3) Business Days’ written notice to the Debtors (or
such lesser time if the voting deadline for the Amended Plan is to occur,
or if the Confirmation Hearing is to commence within such period),
provided that with respect to Sections
7.1(c)(1) and (2), the Requisite Senior Note
Holders shall not be permitted to terminate this Agreement if, prior to
the delivery of such notice, the Debtors shall have filed the relevant
document(s) set forth in Sections
7.1(c)(1) and/or
(2) below that, without the occurrence of such filing,
would have constituted a basis for terminating this Agreement,
if:
|
|
(1)
|
the Debtors fail to file a motion
seeking authority to perform under this Agreement within seven (7) days of
the date hereof;
|
|
(2)
|
the Debtors have not filed the Amended Plan and the
Disclosure Statement with the Bankruptcy Court on or before May 12, 2010
or such later date as may be agreed to by the Requisite Senior Note
Holders;
|
|
(3)
|
the Debtors have withdrawn the
Amended Plan or publicly announced their intention not to support
the Amended Plan or provided written notice to any Consenting Senior Note
Holders (or any of their respective representatives) of their intention to
do so; or
|
|
(4)
|
any court has entered a final,
non-appealable judgment or order declaring this Agreement or
any material portion hereof to be
unenforceable;
|
|
(d)
|
by each Consenting Senior Note
Holder, but solely with respect to such Consenting Senior Note Holder
(this Agreement remaining in full force and effect as among the
Debtors and the other
Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or
such lesser time if the voting deadline for the Amended Plan is to occur,
or if the Confirmation Hearing is to commence within such period)
following a material adverse change
or modification to the treatment of the Claims of holders of Visteon Notes
under the
|
|
Amended Plan, in the form attached
hereto as of the date hereof, that has been effected without the prior
written consent of such Consenting Senior Note
Holder;
|
|
(e)
|
and shall be terminated
automatically if the Equity Commitment Agreement has been validly
terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the
Expedited Proceedings (as defined below):
|
|
(1)
|
by Requisite Investors pursuant to
Section 10.1(c)(i) of the Equity Commitment
Agreement;
|
|
(2)
|
by Requisite Investors pursuant to
Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a
termination of the Equity Commitment Agreement by Requisite Investors pursuant
to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of
a breach by any Investor); provided, however, that this Agreement shall not be
terminated pursuant to this Section
7.1(e)(2) in the
event of any extension of the Outside Date (as
defined in the Equity Commitment Agreement) pursuant to clause (A) or (B)
of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following
the date that would otherwise have been the Outside Date (as defined in
the Equity Commitment Agreement) but for
such extension, the Equity Commitment Agreement is terminated by the
Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity
Commitment Agreement as a result of any breach or breaches of the Equity
Commitment Agreement by the Debtors that would
cause a failure of any condition set forth in Section 8.1(l) of the Equity
Commitment Agreement;
|
|
(3)
|
by Requisite Investors pursuant to
Section 10.1(c)(vi) of the Equity Commitment
Agreement;
|
|
(4)
|
by the Debtors pursuant to Section 10.1(b)(ii) of the
Equity Commitment Agreement,
unless:
|
|
(A)
|
the Debtors shall have provided
the Lead Investors (as defined in the Equity Commitment Agreement) with
ten (10) Business Days’ prior notice of their intent to
terminate the Equity Commitment Agreement (which notice
the Debtors hereby agree to so
deliver);
|
|
(B)
|
the Requisite Investors have
failed to exercise their Plan Cure Rights (as defined below), or have
failed to obtain confirmation of the Rights Offering Sub Plan following
their exercise of
such Plan Cure Rights; and
|
|
(C)
|
following a failure of the
Requisite Investors to exercise the Plan Cure Rights or to obtain
confirmation of the Rights Offering Sub Plan following their exercise of
the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by
the Bankruptcy Court without amendment or with only such amendments as
would
|
|
(i)
|
does not require the Debtors to
re-solicit approval of the Amended Plan;
or
|
|
(ii)
|
if re-solicitation is ordered by
the Bankruptcy Court following the Parties’ request that no further
solicitation be
required, such re-solicitation requires the Debtors to re-solicit approval
of the Amended Plan only from Holders of 7.00% Senior Note Claims, 8.25%
Senior Note Claims, and 12.25% Senior Note Claims; provided that binding agreements to
support the Amended
Plan, as amended by the Amendments, are delivered to the Debtors by
Consenting Senior Note Holders holding at least two-thirds in aggregate
principal amount of the 7.00% Senior Notes and 8.25% Senior Notes and
two-thirds in aggregate principal amount of the 12.25% Senior Notes
within five
|
|
(5)
|
Business Days after delivery of
the Amendments; (5) by the Debtors, pursuant to Section 10.1(b)(iii) of
the Equity Commitment Agreement if the conditions in Sections 8.1(h), (i),
and (j) thereof have not been satisfied and the outstanding
items which are the cause of such conditions to not be satisfied
(i.e., any outstanding consents,
approvals, notifications, waiting period expirations, etc.) are also
necessary under applicable Law for the Debtors to consummate the Claims Conversion Sub
Plan;
|
|
(6)
|
by the Debtors pursuant to Section
10.1(d)(ii) of the Equity Commitment Agreement;
or
|
|
(7)
|
by Requisite Investors pursuant to
Section 10.1(c)(ix) of the Equity Commitment Agreement (any termination of
the Equity Commitment
|
|
Agreement described in this
Section
7.1(e), a
“Plan
Support Termination Event”);
or
|
|
(f)
|
by Requisite Investors, upon three
(3) Business Days’ written notice to the Debtors if
(i) the Bankruptcy Court shall determine not to approve the
Rights Offering Sub
Plan solely on account of issues arising from a Management Agreement (as
defined in the Equity Commitment Agreement) or Exhibits G or L to the
Equity Commitment Agreement and (ii) the Debtors have not filed or
delivered, as applicable, such amendments that are reasonably
acceptable to the Requisite Investors to any Management Agreement (as
defined in the Equity Commitment Agreement) or Exhibits G or L to the
Equity Commitment Agreement and/or Amended Plan as may be necessary to
resolve all objections with respect to issues
arising from a Management Agreement (as defined in the Equity Commitment
Agreement) or Exhibits G or L to the Equity Commitment Agreement sustained
by the Bankruptcy Court within sixty (60) days following the Bankruptcy
Court’s determination not to approve the
Rights Offering Sub Plan.
|
7.2
|
Effects of
Termination.
|
Section 8.
|
Miscellaneous
Terms.
|
8.1
|
Binding Obligation;
Assignment.
|
|
(a)
|
Binding
Obligation. Subject
to the provisions of sections 1125 and 1126 of the Bankruptcy Code, this
Agreement is a legally valid and binding obligation of the
Parties and their
respective members, officers, directors, agents, financial advisors,
attorneys, employees, partners, affiliates, successors, assigns, heirs,
executors, administrators, and representatives, other than a trustee or
similar representative appointed in the Chapter 11 Cases,
enforceable in accordance with its terms, and shall inure to the benefit
of the Parties and their respective members, officers, directors, agents,
financial advisors, attorneys, employees, partners, affiliates,
successors, assigns, heirs, executors,
administrators, and representatives. Nothing in this Agreement, express or
implied, shall give to any Entity, other than the Parties and their
respective members, officers, directors, agents, financial advisors,
attorneys, employees, partners, affiliates, successors,
assigns, heirs, executors, administrators, and representatives, any
benefit or any legal or equitable right, remedy or claim under this
Agreement. The agreements, representations, warranties, covenants, and
obligations of each Consenting Senior Note Holder
contained in this Agreement are, in all respects, several, but not
joint.
|
|
(b)
|
Assignment.
No rights or
obligations of any Party under this Agreement may be assigned or
transferred to any other entity except as provided in Section
2.2
hereof.
|
8.2
|
Further
Assurances.
|
8.3
|
Headings.
|
8.4
|
Governing
Law.
|
8.5
|
Complete Agreement,
Interpretation, Modification, and
Conflicts.
|
|
(a)
|
Complete
Agreement. This Agreement
constitutes the
complete agreement between the Parties with respect to the subject matter
hereof and supersedes all prior agreements, oral or written, between or
among the Parties with respect
thereto.
|
|
(b)
|
Interpretation.
This Agreement is the
product of negotiation by and among the Parties. Any
Party enforcing or interpreting this Agreement shall interpret it in a
neutral manner. There shall be no presumption concerning whether to
interpret this Agreement for or against any Party by reason of that Party
having drafted this Agreement, or any portion
thereof, or caused it or any portion thereof to be
drafted.
|
|
(c)
|
Modification of
Plan Support Agreement. This Agreement may
only be modified, altered, amended, or supplemented by an agreement in
writing signed by the Debtors and the Requisite Senior Note
Holders; provided, however, that Section
7.1(d) hereof and
this Section
8.5(c) shall not be
amended without the consent of each Consenting Senior Note Holder;
provided further, that any other provision hereof
conferring rights
upon an individual Consenting Senior
Note
|
|
(d)
|
Modification of
Amended Plan.
Subject to the rights
set forth in Section
7.1(d) hereof, the
Amended Plan may only be modified, altered, amended or supplemented as set
forth in the Equity Commitment
Agreement.
|
|
(e)
|
Conflicts. To the extent there is any
conflict between the terms of this Agreement and the terms of the
Equity Commitment Agreement, the rights of the Investors under the Equity
Commitment Agreement shall be governed by the Equity Commitment Agreement
in all respects.
|
8.6
|
Calculation of Visteon
Claims.
|
8.7
|
Execution and Binding Obligations
of this Agreement.
|
8.8
|
Specific
Performance.
|
8.9
|
Settlement
Discussions.
|
8.10
|
Consideration.
|
8.11
|
Notices.
|
|
(a)
|
if to the Debtors, to: Visteon
Corporation, One
Village Center Drive, Van Buren Township, Michigan 48111; Attn.: Michael
K. Sharnas (msharnas@visteon.com); with copies to: (i) Kirkland &
Ellis, LLP, 601 Lexington Avenue, New York, NY 10022-4611, Attn.: Marc
Kieselstein, P.C (marc.kieselstein@kirkland.com) and Brian S. Lennon
(brian.lennon@kirkland.com) and (ii) Kirkland & Ellis, LLP, 300 North
LaSalle, Chicago, IL 60654; Attn: James J. Mazza Jr.
(james.mazza@kirkland.com);
and
|
|
(b)
|
if to a Consenting Senior Note
Holder, including a transferee thereof, to: (i) White & Case
LLP, Wachovia Financial Center, 200 South Biscayne Boulevard, Suite 4900,
Miami, Florida 33131, Attn.: Thomas E. Lauria
(tlauria@miami.whitecase.com), (ii) White & Case LLP, 1155 Avenue of
the Americas, New York, New York 10036, Attn.: Gerard Uzzi
(guzzi@ny.whitecase.com) and Gregory Pryor (gpryor@ny.whitecase.com), and
(iii) Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York,
New York 10036, Attn.: Michael Stamer (mstamer@akingump.com) and Arik
Preis (apreis@akingump.com).
|
8.12
|
Third Party
Beneficiaries.
|
8.13
|
Relationship Among the
Parties.
|
8.14
|
Committee
Membership.
|
By:
|
/s/ Michael K.
Sharnas
|
|
Name
of Institution:
|
CQS
Directional Opportunities
Master Fund
Limited
|
|
By:
|
/s/ Kevin
Jones
|
|
Name:
|
Kevin
Jones
|
|
Its:
|
Authorized
Signatory
|
|
Telephone:
|
|
|
Facsimile:
|
|
Dated:
May 6, 2010
|
Plan
Support Agreement Re: Visteon
Corporation
|
|
Name
of Institution:
|
Kivu
Investment Fund
|
|
|
Limited
|
|
By:
|
/s/ Martin
Lancaster
|
|
Name:
|
Martin
Lancaster
|
|
Its:
|
Director
|
|
Telephone:
|
1
(345) 943-2828
|
|
Facsimile:
|
1
(345) 943-2829
|
|
Name
of Institution:
|
DEUTSCHE
BANK
|
|
|
SECURITIES
INC.
|
|
|
(Solely
with respect to
|
|
|
Distressed
Products Group)
|
|
By:
|
/s/ Scott G.
Martin
|
|
Name:
|
Scott
G. Martin
|
|
Title:
|
Managing
Director
|
|
By:
|
/s/ Charles J.
Lanktree
|
|
Name:
|
Charles
J. Lanktree
|
|
Title:
|
Managing
Director
|
|
Telephone:
|
212-250-2578
|
|
Name
of Institution:
|
Elliot
International, LP
|
|
By:
|
Elliot
International Capital Advisors Inc.
as
Attorney-in-Fact
|
|
By:
|
/s/ Joshua
Nadell
|
|
Name:
|
Joshua
Nadell
|
|
Its:
|
Vice
President
|
|
Telephone:
|
212
974-6000
|
|
Facsimile:
|
212
478-2276
|
|
Name
of Institution:
|
The
Liverpool Limited Partnership
|
|
By:
|
Liverpool
Associates Ltd., as General Partner
|
|
By:
|
/s/ Joshua
Nadell
|
|
Name:
|
Joshua
Nadell
|
|
Its:
|
Vice
President
|
|
Telephone:
|
212
974-6000
|
|
Facsimile:
|
212
478-2276
|
|
Name
of Institution:
|
Goldman,
Sachs & Co.
|
|
|
(Solely
with respect to the High
|
|
|
Yield
Distressed Investing Group)
|
|
By:
|
/s/ Justin
Slatky
|
|
Name:
|
Justin
Slatky
|
|
Its:
|
Managing
Director
|
|
Telephone:
|
212-357-9165
|
|
Facsimile:
|
212-428-1631
|
|
Name
of Institution:
|
Monarch
Alternative Capital
|
|
|
LP
(held thru DTC 0005
|
|
|
Goldman)
|
|
By:
|
/s/ Christopher
Santana
|
|
Name:
|
Christopher
Santana
|
|
Its:
|
Managing
Principal
|
|
Telephone:
|
212
554 1743
|
|
Facsimile:
|
866
741 3564
|
|
Name
of Institution:
|
OAK
HILL ADVISORS,
|
|
|
L.P.,
on behalf of certain
|
|
|
private
funds and separate
|
|
|
accounts
that it manages
|
|
By:
|
/s/ Scott D.
Krase
|
|
Name:
|
Scott
D. Krase
|
|
Its:
|
Authorized
Person
|
|
Telephone:
|
212-326-1553
|
|
Facsimile:
|
212-735-5315
|
|
Name
of Institution:
|
SOLA
LTD
|
|
By:
|
/s/ Chris
Pucillo
|
|
Name:
|
Chris
Pucillo
|
|
Its:
|
Director
|
|
Telephone:
|
212-284-4329
(Ryan Rolfert)
|
|
Facsimile:
|
212-284-4320
|
|
Name
of Institution:
|
ALDEN
GLOBAL DISTRESSED
OPPORTUNITIES
FUND, L.P.
|
|
By:
|
ALDEN
GLOBAL DISTOS OPPORTUNITIES
FUND
GP, LLC
|
|
By:
|
/s/ Jim
Plohg
|
|
Name:
|
Jim
Plohg
|
|
Its:
|
Vice
President
|
|
Telephone:
|
212.888.7219
|
|
Facsimile:
|
212.702.0145
|
|
Name
of Institution:
|
NEWFINANCE
ALDEN SPV
|
|
By:
|
ALDEN
GLOBAL CAPITAL, its Trading Advisor
|
|
By:
|
/s/ Jim
Plohg
|
|
Name:
|
Jim
Plohg
|
|
Its:
|
Vice
President
|
|
Telephone:
|
212.888.7219
|
|
Facsimile:
|
212.702.0145
|
|
Name
of Institution:
|
ALLEN
ARBITRAGE LP
|
|
By:
|
/s/ Tal
Gurion
|
|
Name:
|
Tal
Gurion
|
|
Its:
|
Managing
Director of Investment Mgr.
|
|
Telephone:
|
212-339-2555
|
|
Facsimile:
|
212-508-5839
|
|
Name
of Institution:
|
ALLEN
ARBITRAGE OFFSHORE
|
|
By:
|
/s/ Tal
Gurion
|
|
Name:
|
Tal
Gurion
|
|
Its:
|
Managing
Director of Investment Mgr.
|
|
Telephone:
|
212-339-2555
|
|
Facsimile:
|
212-508-5839
|
|
Name
of Institution:
|
Armory
Advisors, LLC
|
|
|
Investment
Manager of Armory Master Fund Ltd.
and
Separately Managed Accounts
|
|
By:
|
/s/ Jay
Burnham
|
|
Name:
|
Jay
Burnham
|
|
Its:
|
Manager
|
|
Telephone:
|
415.259.2744
|
|
Facsimile:
|
415.259.2745
|
|
Name
of Institution:
|
CAPITAL
VENTURES INTERNATIONAL
|
|
By:
|
Susquehanna
Advisors Group Inc.,
its
authorized agent
|
|
By:
|
/s/ Joel
Greenberg
|
|
Name:
|
Joel
Greenberg
|
|
Its:
|
Vice
President
|
|
Telephone:
|
610-617-2600
|
|
Facsimile:
|
610-147-2081
|
|
Name
of Institution:
|
CAPIAN
CAPITAL
|
|
|
PARTNERS,
L.P.
|
|
By:
|
/s/ David
Corleto
|
|
Name:
|
David
Corleto
|
|
Its:
|
Principal
|
|
Telephone:
|
|
|
Facsimile:
|
914-777-3363
|
|
Name
of Institution:
|
CAPIAN
SELECT
|
|
|
CREDIT
MASTER FUND,
LTD.
|
|
By:
|
/s/ David
Corleto
|
|
Name:
|
David
Corleto
|
|
Its:
|
Principal
|
|
Telephone:
|
|
|
Facsimile:
|
914-777-3363
|
|
Name
of Institution:
|
Citadel
Securities LLC
|
|
By:
|
/s/ Toby
Buchanan
|
|
Name:
|
Toby
Buchanan
|
|
Its:
|
Authorized
Signatory
|
|
Telephone:
|
(646)
403-8333
|
|
Facsimile:
|
(312)
267-7577
|
|
Name
of Institution:
|
CSS,
LLC
|
|
By:
|
/s/ Jerry
White
|
|
Name:
|
Jerry
White
|
|
Its:
|
Partner
|
|
Telephone:
|
312
542 8552
|
|
Facsimile:
|
312
542 8500
|
|
Name
of Institution:
|
Cumberland
Associates LLC
|
|
By:
|
/s/ Barry
Konig
|
|
Name:
|
Barry
Konig
|
|
Its:
|
Member
|
|
Telephone:
|
212-536-9758
|
|
Facsimile:
|
212-703-1450
|
|
Name
of Institution:
|
Cyrus
Europe Master
|
|
|
Fund,
Ltd.
|
|
By:
|
/s/ David A.
Milich
|
|
Name:
|
David
A. Milich
|
|
Its:
|
Chief
Operating Officer
|
|
Telephone:
|
(212)
380-5800
|
|
Facsimile:
|
(212)
380-5801
|
|
Name
of Institution:
|
Cyrus
Select Opportunities
|
|
|
Master
Fund, Ltd.
|
|
By:
|
/s/ David A.
Milich
|
|
Name:
|
David
A. Milich
|
|
Its:
|
Chief
Operating Officer
|
|
Telephone:
|
(212)
380-5800
|
|
Facsimile:
|
(212)
380-5801
|
|
Name
of Institution:
|
Crescent
1, L.P
|
|
By:
|
/s/ David A.
Milich
|
|
Name:
|
David
A. Milich
|
|
Its:
|
Chief
Operating Officer
|
|
Telephone:
|
(212)
380-5800
|
|
Facsimile:
|
(212)
380-5801
|
|
Name
of Institution:
|
CRS
Fund, Ltd.
|
|
By:
|
/s/ David A.
Milich
|
|
Name:
|
David
A. Milich
|
|
Its:
|
Chief
Operating Officer
|
|
Telephone:
|
(212)
380-5800
|
|
Facsimile:
|
(212)
380-5801
|
|
Name
of Institution:
|
Cyrus
Opportunities
|
|
|
Master
Fund II, Ltd.
|
|
By:
|
/s/ David A.
Milich
|
|
Name:
|
David
A. Milich
|
|
Its:
|
Chief
Operating Officer
|
|
Telephone:
|
(212)
380-5800
|
|
Facsimile:
|
(212)
380-5801
|
|
Name
of Institution:
|
Halbis
Distressed Opportunities Master Fund
Ltd.
|
|
By:
|
/s/ Peter
Sakon
|
|
Name:
|
Peter
Sakon
|
|
Its:
|
VP
|
|
Telephone:
|
212-525-6780
|
|
Facsimile:
|
212-525-2326
|
|
Name
of Institution:
|
MARINER
LDC
|
|
By:
|
/s/ David
Corleto
|
|
Name:
|
David
Corleto
|
|
Its:
|
Principal
|
|
Telephone:
|
|
|
Facsimile:
|
914-777-3363
|
|
Name
of Institution:
|
MARINER
LDC
|
|
By:
|
/s/ Stephen
Golden
|
|
Name:
|
Stephen
Golden
|
|
Its:
|
Managing
Member of Investment Manager
|
|
Telephone:
|
646-284-9901
|
|
Facsimile:
|
646-284-9919
|
|
Name
of Institution:
|
Merced
Partners Limited
|
|
|
Partnership
|
|
By:
|
/s/ Thomas G.
Rock
|
|
Name:
|
Thomas
G. Rock
|
|
Its:
|
Authorized
Representative
|
|
Telephone:
|
952-476-7200
|
|
Facsimile:
|
952-476-7201
|
|
Name
of Institution:
|
Merced
Partners II, L.P.
|
|
By:
|
/s/ Thomas G.
Rock
|
|
Name:
|
Thomas
G. Rock
|
|
Its:
|
Authorized
Representative
|
|
Telephone:
|
952-476-7200
|
|
Facsimile:
|
952-476-7201
|
|
Name of Institution:
|
QVT Fund LP
|
|
By:
|
QVT
Associates GP LLC, its general
partner
|
|
By:
|
/s/ Nick
Bromm
|
|
Name:
|
Nick
Bromm
|
|
Its:
|
Managing
Member
|
|
Telephone:
|
212
705 8800
|
|
Facsimile:
|
212
705 8801
|
|
Name
of Institution:
|
Quintessence
Fund L.P.
|
|
By:
|
QVT
Associates GP LLC, its general
partner
|
|
By:
|
/s/ Nick
Bromm
|
|
Name:
|
Nick
Bromm
|
|
Its:
|
Managing
Member
|
|
Telephone:
|
212
705 8800
|
|
Facsimile:
|
212
705 8801
|
|
Name
of Institution:
|
RIVA
RIDGE MASTER FUND, LTD.
|
|
By:
|
/s/ Stephen
Golden
|
|
Name:
|
Stephen
Golden
|
|
Its:
|
Managing
Member of Investment Manager
|
|
Telephone:
|
646-284-9901
|
|
Facsimile:
|
646-284-9919
|
|
Name
of Institution:
|
Seneca
Capital LP and Seneca Capital International
Ltd
|
|
By:
|
/s/ Michael
Anastasio
|
|
Name:
|
Michael
Anastasio
|
|
Its:
|
CFO,
Seneca Capital Investments, LP
|
|
Telephone:
|
212-888-2999
|
|
Facsimile:
|
212-826-1108
|
|
Name
of Institution:
|
Silver
Point Capital, L.P. on behalf
of
its affiliates and related funds
|
|
By:
|
/s/ Michael
Gatto
|
|
Name:
|
Michael
Gatto
|
|
Its:
|
Authorized
Person
|
|
Telephone:
|
(203)
542-4200
|
|
Facsimile:
|
(203)
542-4141
|
|
Name
of Institution:
|
SPECTRUM
INVESTMENT PARTNERS L.P.
|
|
By:
|
Spectrum
Group Management LLC
|
|
By:
|
/s/ Jeffrey A.
Schaffer
|
|
Name:
|
Jeffrey
A. Schaffer
|
|
Its:
|
Managing
Member
|
|
Telephone:
|
(212)
687-9555
|
|
Facsimile:
|
(212)
983-2322
|
|
Name
of Institution:
|
SIPI
MASTER LTD.
|
|
By:
|
Spectrum
Investment Management LLC
|
|
By:
|
/s/ Jeffrey A.
Schaffer
|
|
Name:
|
Jeffrey
A. Schaffer
|
|
Its:
|
Managing
Member
|
|
Telephone:
|
(212)
687-9555
|
|
Facsimile:
|
(212)
983-2322
|
|
Name
of Institution:
|
Stark
Criterion Master Fund Ltd.
|
|
By:
|
Stark
Criterion Management LLC,
its
Investment Manager
|
|
By:
|
/s/ Donald T.
Bobbs
|
|
Name:
|
Donald
T. Bobbs
|
|
Its:
|
Authorized
Signatory
|
|
Telephone:
|
+ 1
(414) 294-7000
|
|
Facsimile:
|
+ 1
(414) 294-7700
|
|
Name
of Institution:
|
Stark
Master Fund Ltd.
|
|
By:
|
Stark
Offshore Management LLC,
its
Investment Manager
|
|
By:
|
/s/ Donald T.
Bobbs
|
|
Name:
|
Donald
T. Bobbs
|
|
Its:
|
Authorized
Signatory
|
|
Telephone:
|
+ 1
(414) 294-7000
|
|
Facsimile:
|
+ 1
(414) 294-7700
|
|
Name
of Institution:
|
UBS
Securities LLC
|
|
|
(solely
with respect to the Distressed
Debt
Trading Group)
|
|
By:
|
/s/ Daniel
Frommer
|
|
Name:
|
Daniel
Frommer
|
|
Its:
|
Managing
Director
|
|
Telephone:
|
203-719-4670
|
|
Facsimile:
|
|
|
By:
|
/s/ Jeff
Teach
|
|
Name:
|
Jeff
Teach
|
|
Its:
|
MD
|
|
Telephone:
|
203-719-4670
|
|
Facsimile:
|
|
|
Name
of Institution:
|
VENOR
CAPITAL
|
|
|
MASTER
FUND, LTD.
|
|
By:
|
/s/ Michael
Wartell
|
|
Name:
|
Michael
Wartell
|
|
Its:
|
Authorized
Signatory
|
|
Telephone:
|
212-703-2130
|
|
Facsimile:
|
212-703-2111
|
|
Name
of Institution:
|
Whitebox
Hedged High Yield Partners, LP
|
|
By:
|
/s/ Jonathan
Wood
|
|
Name:
|
Jonathan
Wood
|
|
Its:
|
COO/CFO
|
|
Telephone:
|
612-253-6071
|
|
Facsimile:
|
612-253-6100
|
|
Name
of Institution:
|
Whitebox
Combined Partners, LP
|
|
By:
|
/s/ Jonathan
Wood
|
|
Name:
|
Jonathan
Wood
|
|
Its:
|
COO/CFO
|
|
Telephone:
|
612-253-6071
|
|
Facsimile:
|
612-253-6100
|
|
Name
of Institution:
|
Brencourt
Credit Opportunities Master, Ltd.
|
|
By:
|
/s/ Gerald
Aquino
|
|
Name:
|
Gerald
Aquino
|
|
Its:
|
Authorized
Signatory
|
|
Telephone:
|
212-313-9727
|
|
Facsimile:
|
212-313-9787
|
|
Name
of Institution:
|
Advent
Capital Management, LLC
|
|
By:
|
/s/ Robert
Paine
|
|
Name:
|
Robert
Paine
|
|
Its:
|
Managing
Director
|
|
Telephone:
|
212-479-0645
|
|
Facsimile:
|
212-480-9655
|
(a)
|
If
to Visteon:
|
|
Visteon
Corporation
One
Village Center Drive
Van
Buren Township, Michigan 48111
|
Facsimile:
Attention:
|
(734) 710-7112
William G. Quigley, III
|
||
Chief Financial
Officer
|
with a copy (which shall not constitute notice) to: | ||
Pachulski
Stang Ziehl & Jones LLP
919
North Market Street, 17th Floor
Wilmington,
Delaware 19899-8705
|
Facsimile:
Attention:
|
(302) 652-4400
Laura Davis Jones
James E. O’Neill
|
||
Mark
M. Billion
|
and | ||
Kirkland
& Ellis LLP
300
North LaSalle
Chicago,
Illinois 60654
|
Facsimile:
Attention:
|
(312) 862-2200
James H. M. Sprayregen, P.C.
James
J. Mazza, Jr.
Gerald
T. Nowak, P.C.
Howard
Norber
|
||
and | ||
Kirkland
& Ellis LLP
601
Lexington Avenue
New
York, New York 10022
|
Facsimile:
Attention:
|
(212) 446-4900
Marc Kieselstein, P.C.
Brian
S. Lennon
|
(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
1095
Avenue of the Americas
New
York, New York 10036
|
Facsimile:
Attention:
|
(212) 698-3599
Michael Sage
Derek
Winokur
|
and |
Akin
Gump Strauss Hauer & Feld LLP
One
Bryant Park
New York, New York
10036
|
Facsimile:
Attention:
|
(212) 872-1002
Arik
Preis
|
with
a further copy (which shall not constitute notice) to:
|
||
White
& Case LLP
Wachovia
Financial Center
200
South Biscayne Boulevard
Suite
4900
Miami,
Florida 33131
|
Facsimile:
Attention:
|
(305) 358-5744
Thomas E
Lauria
|
and | ||
White
& Case LLP
1155
Avenue of the Americas
New
York, New York 10036
|
Facsimile:
Attention:
|
(212) 354-8113
Gerard
Uzzi
Gregory
Pryor
|
COMPANY | |||
VISTEON CORPORATION | |||
|
By:
|
/s/ Michael K. Sharnas | |
Name: Michael K. Sharnas | |||
Title: Vice President and General Counsel | |||
SIGNATORY | |||
ALDEN GLOBAL
DISTRESSED OPPORTUNITIES FUND, L.P. |
|||
|
By:
|
/s/ Jim Plohg | |
Name: Jim Plohg | |||
Title: Vice President | |||
Address: | |||
c/o
Alden Global Capital
885 Third Avenue, 34th floor
New York, NY 10022
Facsimile: (212)
702-0145 Attention: General Counsel |
SIGNATORY | |||
NEW FINANCE ALDEN SPV | |||
By:
|
Alden Global Capital, its Trading Adviser | ||
|
By:
|
/s/ Jim Plohg | |
Name: Jim Plohg | |||
Title: Vice President | |||
Address: | |||
c/o
Alden Global Capital
885 Third Avenue, 34th floor
New York, N Y 10022
Facsimile: (212)
702-0145 Attention: General Counsel |
SIGNATORY | |||
ALLEN ARBITRAGE, L.P. | |||
|
By:
|
/s/ Tal Gurion | |
Name: Tal Gurion | |||
Title: Managing Director of Investment Manager | |||
Address: | |||
Allen
& Company LLC
711 Fifth Avenue
New York, NY 10022
Facsimile: (212) 508-5839
Attention: Tal
Gurion
|
SIGNATORY | |||
ALLEN ARBITRAGE OFFSHORE | |||
|
By:
|
/s/ Tal Gurion | |
Name: Tal Gurion | |||
Title: Managing Director of Investment Manager | |||
Address: | |||
Allen
& Company LLC
711 Fifth Avenue
New York, NY 10022
Facsimile: (212) 508-5839
Attention: Tal
Gurion
|
SIGNATORY | |||
ARMORY MASTER FUND LTD. | |||
By:
|
Armory Advisors LLC | ||
Its: | Investment Manager | ||
|
By:
|
/s/ Jay Burnham | |
Name: Jay Burnham | |||
Title: Manager | |||
Address: | |||
Armory
Advisors
999 Fifth Ave., Suite 450
San Rafael, CA 94901
Facsimile: (415) 259-2745 Attention: Jay Burnham |
SIGNATORY | |||
THE SEAPORT GROUP LLC PROFIT SHARING PLAN | |||
By:
|
Armory Advisors LLC | ||
Its: | Investment Manager | ||
|
By:
|
/s/ Jay Burnham | |
Name: Jay Burnham | |||
Title: Manager | |||
Address: | |||
Armory
Advisors
999 Fifth Ave., Suite 450
San Rafael, CA 94901
Facsimile: (415) 259-2745 Attention: Jay Burnham |
SIGNATORY | |||
CAPITAL VENTURES INTERNATIONAL | |||
By:
|
Susquehanna
Advisors Group, Inc.,
its
authorized agent
|
||
|
By:
|
/s/ Joel Greenberg | |
Name: Joel Greenberg | |||
Title: Vice President | |||
Address: | |||
c/o
Susquehanna Advisors Group, Inc.
401 City Avenue, Suite 220
Bala Cynwyd, PA 19004
|
SIGNATORY | |||
CASPIAN CAPITAL PARTNERS, L.P. | |||
|
By:
|
/s/ David Corleto | |
Name: David Corleto | |||
Title: Principal | |||
Address: | |||
500
Mamaroneck Ave, Suite 101
Harrison, NY 10528
Facsimile: (914) 798-4210
Attention: Chris Gebhardt
|
SIGNATORY | |||
CASPIAN SELECT CREDIT MASTER FUND, LTD. | |||
|
By:
|
/s/ David Corleto | |
Name: David Corleto | |||
Title: Principal | |||
Address: | |||
500
Mamaroneck Ave, Suite 101
Harrison, NY 10528
Facsimile: (914) 798-4210
Attention: Chris Gebhardt
|
SIGNATORY | |||
MARINER LDC | |||
|
By:
|
/s/ David Corleto | |
Name: David Corleto | |||
Title: Principal | |||
Address: | |||
500
Mamaroneck Ave, Suite 101
Harrison, NY 10528
Facsimile: (914) 798-4210
Attention: Chris Gebhardt
|
SIGNATORY | |||
CITADEL SECURITIES LLC | |||
|
By:
|
/s/ Christopher L. Ramsay | |
Name: Christopher L. Ramsay | |||
Title: Authorized Signatory | |||
Address: | |||
Citadel
Securities LLC
601
Lexington Avenue, 45th Floor
New
York, NY 10022
Facsimile:
(312) 267-7577
Attention:
Neal Jhaveri
Toby Buchanan
|
SIGNATORY | |||
CSS, LLC | |||
|
By:
|
/s/ Jerry White | |
Name: Jerry White | |||
Title: Partner | |||
Address: | |||
CSS,
LLC
175
W Jackson Blvd Suite 440
Chicago,
IL 60604
Facsimile:
(312) 542-8500
Attention: Jerry
White
Mike
Moran
|
SIGNATORY | |||
CUMBERLAND PARTNERS | |||
By: |
CUMBERLAND
GP LLC, its General Partner
|
||
|
By:
|
/s/ Barry Konig | |
Name: Barry Konig | |||
Title: Member | |||
Address: | |||
Cumberland
Associates LLC
1114
Avenue of the Americas, 38th Floor
New
York, NY 10036
Facsimile: (212)
703-1450
Attention: Barry
Konig
|
SIGNATORY | |||
CUMBERLAND BENCHMARKED PARTNERS, L.P. | |||
By: |
CUMBERLAND
BENCHMARKED GP LLC,
its General Partner |
||
|
By:
|
/s/ Barry Konig | |
Name: Barry Konig | |||
Title: Member | |||
Address: | |||
Cumberland
Associates LLC
1114
Avenue of the Americas, 38th Floor
New
York, NY 10036
Facsimile: (212)
703-1450
Attention: Barry
Konig
|
SIGNATORY | |||
LONGVIEW PARTNERS B, L.P. | |||
By: |
LONGVIEW
B GP LLC, its
General Partner
|
||
|
By:
|
/s/ Barry Konig | |
Name: Barry Konig | |||
Title: Member | |||
Address: | |||
Cumberland
Associates LLC
1114
Avenue of the Americas, 38th Floor
New
York, NY 10036
Facsimile: (212)
703-1450
Attention: Barry
Konig
|
SIGNATORY | |||
CUMBER INTERNATIONAL S.A. | |||
By: |
CUMBERLAND
ASSOCIATES LLC,
as Investment Adviser |
||
|
By:
|
/s/ Barry Konig | |
Name: Barry Konig | |||
Title: Member | |||
Address: | |||
Cumberland
Associates LLC
1114
Avenue of the Americas, 38th Floor
New
York, NY 10036
Facsimile: (212)
703-1450
Attention: Barry
Konig
|
SIGNATORY | |||
CYRUS EUROPE MASTER FUND LTD. | |||
|
By:
|
/s/ David A. Milich | |
Name: David A. Milich | |||
Title: Chief Operating Officer | |||
Address: | |||
Cyrus
Capital Partners, L.P.
399
Park Avenue, 39th Floor
New
York, NY 10022
Facsimile:
212-380-5915
Attention: Stephon
Barnes
Anthony
Scire
|
SIGNATORY | |||
CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD. | |||
|
By:
|
/s/ David A. Milich | |
Name: David A. Milich | |||
Title: Chief Operating Officer | |||
Address: | |||
Cyrus
Capital Partners, L.P.
399
Park Avenue, 39th Floor
New
York, NY 10022
Facsimile:
212-380-5915
Attention: Stephon
Barnes
Anthony
Scire
|
SIGNATORY | |||
CRESCENT 1 L.P. | |||
|
By:
|
/s/ David A. Milich | |
Name: David A. Milich | |||
Title: Chief Operating Officer | |||
Address: | |||
Cyrus
Capital Partners, L.P.
399
Park Avenue, 39th Floor
New
York, NY 10022
Facsimile:
212-380-5915
Attention: Stephon
Barnes
Anthony
Scire
|
SIGNATORY | |||
CRS FUND LTD. | |||
|
By:
|
/s/ David A. Milich | |
Name: David A. Milich | |||
Title: Chief Operating Officer | |||
Address: | |||
Cyrus
Capital Partners, L.P.
399
Park Avenue, 39th Floor
New
York, NY 10022
Facsimile:
212-380-5915
Attention: Stephon
Barnes
Anthony
Scire
|
SIGNATORY | |||
CYRUS OPPORTUNITIES MASTER FUND II, LTD. | |||
|
By:
|
/s/ David A. Milich | |
Name: David A. Milich | |||
Title: Chief Operating Officer | |||
Address: | |||
Cyrus
Capital Partners, L.P.
399
Park Avenue, 39th Floor
New
York, NY 10022
Facsimile:
212-380-5915
Attention: Stephon
Barnes
Anthony
Scire
|
SIGNATORY | |||
HALBIS DISTRESSED
OPPORTUNITIES MASTER FUND, LTD. |
|||
|
By:
|
/s/ Peter Sakon | |
Name: Peter Sakon | |||
Title: Vice President | |||
Address: | |||
HSBC
Global Asset Management
452
Fifth Avenue, 18th Floor
New
York, NY 10018
Facsimile:
(212) 525-2380
Attention: Rick
W. Liu, CFA, Vice
President
Gene
Loughlin
|
SIGNATORY | |||
MERCED PARTNERS LIMITED PARTNERSHIP | |||
|
By:
|
/s/ Thomas G. Rock | |
Name: Thomas G. Rock | |||
Title: Authorized Representative | |||
Address: | |||
c/o
EBF & Associates, L.P.
601
Carlson Parkway, Suite 200
Minnetonka,
MN 55305
Facsimile:
(952) 476-7201
Attcntion:
Thomas G. Rock
Stuart
Brown
|
SIGNATORY | |||
MERCED PARTNERS II, L.P. | |||
|
By:
|
/s/ Thomas G. Rock | |
Name: Thomas G. Rock | |||
Title: Authorized Representative | |||
Address: | |||
c/o
EBF & Associates, L.P.
601
Carlson Parkway, Suite 200
Minnetonka,
MN 55305
Facsimile:
(952) 476-7201
Attcntion:
Thomas G. Rock
Stuart
Brown
|
SIGNATORY | |||
QVT FUND LP | |||
|
By:
|
/s/ Nick Brumm | |
Name: Nike Brumm | |||
Title: Managing Member | |||
By:
|
/s/ Tracy Fu | ||
Name: Tracy Fu | |||
Title: Managing Member | |||
Address: | |||
c/o
QVT Financial LP
1177
Avenue of the Americas, 9th Floor
New
York, NY 10036
Facsimile: (212)
705-8801
Attention: Michael
Rosenthal
|
SIGNATORY | |||
QUINTESSENCE FUND L.P. | |||
|
By:
|
/s/ Nick Brumm | |
Name: Nike Brumm | |||
Title: Managing Member | |||
By:
|
/s/ Tracy Fu | ||
Name: Tracy Fu | |||
Title: Managing Member | |||
Address: | |||
c/o
QVT Financial LP
1177
Avenue of the Americas, 9th Floor
New
York, NY 10036
Facsimile: (212)
705-8801
Attention: Michael
Rosenthal
|
SIGNATORY | |||
RIVA RIDGE MASTER FUND, LTD. | |||
|
By:
|
/s/ Stephen Golden | |
Name: | |||
Title: | |||
Address: | |||
c/o
Riva Ridge Capital Management LP
55
Fifth Avenue, 18th Floor
New
York, NY 10003
Facsimile:
(646) 284-9919
Attention: Dennis
Parks
|
SIGNATORY | |||
MARINER LDC | |||
|
By:
|
/s/ Stephen Golden | |
Name: | |||
Title: | |||
Address: | |||
c/o
Riva Ridge Capital Management LP
55
Fifth Avenue, 18th Floor
New
York, NY 10003
Facsimile:
(646) 284-9919
Attention: Dennis
Parks
|
SIGNATORY | |||
SENECA CAPITAL, L.P. | |||
|
By:
|
/s/ Mike Anastasio | |
Name: | |||
Title: | |||
Address: | |||
Seneca
Capital L.P.
590
Madison Avenue - 9th floor
New
York, NY 10022
Facsimile:
(212) 826-1108
Attention: Eric
Feingold
Tracy
Sigal
|
SIGNATORY | |||
SILVER POINT
CAPITAL, L.P. on behalf
of its affiliates and related funds
|
|||
|
By:
|
/s/ Michael Gatto | |
Name: Michael Gatto | |||
Title: Authorized Person | |||
Address: | |||
Silver
Point Capital, L.P.
2
Greenwich Plaza, 1st Floor
Greenwich,
CT 06830
Facsimile:
(203) 542-4141
Attention: Jeff
Forlizzi
|
SIGNATORY | |||
SPECTRUM INVESTMENT PARTNERS, L.P.
|
|||
By:
|
Spectrum Group | ||
Mangement LLC | |||
|
By:
|
/s/ Jeffrey A. Schaffer | |
Name: Jeffrey A. Schaffer | |||
Title: Managing Member | |||
Address: | |||
c/o
Spectrum Group Management LLC
1250
Broadway, Suite 810
New
York, NY 10001
Facsimile: (212)
983-2322
Attention: Jeffrey
A. Schaffer
David
D.R.
Bullock
|
|||
With
a copy to:
Spectrum
Group Management LLC
1250
Broadway, Suite 810
New
York, NY 10001
Facsimile: (212)
983-2322
Attention: Stephen
C. Jacobs
|
SIGNATORY | |||
SIPI MASTER LTD.
|
|||
By:
|
Spectrum Investment | ||
Mangement LLC | |||
|
By:
|
/s/ Jeffrey A. Schaffer | |
Name: Jeffrey A. Schaffer | |||
Title: Managing Member | |||
Address: | |||
c/o
Spectrum Group Management LLC
1250
Broadway, Suite 810
New
York, NY 10001
Facsimile: (212)
983-2322
Attention: Jeffrey
A. Schaffer
David
D.R.
Bullock
|
|||
With
a copy to:
Spectrum
Group Management LLC
1250
Broadway, Suite 810
New
York, NY 10001
Facsimile: (212)
983-2322
Attention: Stephen
C. Jacobs
|
SIGNATORY | |||
STARK MASTER FUND LTD.
|
|||
|
By:
|
/s/ Donald T. Bobbs | |
Name: Stark Offshore Management LLC | |||
Title: Investment Manager | |||
By: Donald T. Bobbs | |||
Authorized
Signatory
|
|||
Address: | |||
c/o
Stark Offshore Management LLC
3600
S. Lake Drive
St.
Francis, WI 53235
Facsimile:
(414) 294-7700
Attention: Don
Bobbs
|
SIGNATORY | |||
STARK CRITERION MASTER FUND LTD.
|
|||
|
By:
|
/s/ Donald T. Bobbs | |
Name: Stark Criterion Management LLC | |||
Title: Investment Manager | |||
By: Donald T. Bobbs | |||
Authorized
Signatory
|
|||
Address: | |||
c/o
Stark Criterion Management LLC
3600
S. Lake Drive
St.
Francis, WI 53235
Facsimile:
(414) 294-7700
Attention: Don
Bobbs
|
SIGNATORY | |||
UBS SECURITIES LLC (Solely with respect to the
Distressed Debt Trading Group)
|
|||
|
By:
|
/s/ Daniel I. Fromm | |
Name: Daniel I. Fromm | |||
Title: Managing Director | |||
|
|||
By: | /s/ Jeffrey Teach | ||
Name: Jeffrey Teach | |||
Title: MD | |||
Address: | |||
UBS
Securities LLC
677
Washington Boulevard
Stamford, CT
06901
Facsimile:
(203) 719-0680
Attention: Fixed
Income
Legal
|
SIGNATORY | |||
VENOR CAPITAL MASTER FUND LTD.
|
|||
|
By:
|
/s/ Michael Wartell | |
Name: Michael Wartell | |||
Title: Authorized Signatory | |||
Address: | |||
c/o
Venor Capital Management LP
Times
Square Tower
7
Times Square, Suite 3505
New
York, NY 10036
Facsimile:
(212) 703-2111
Attention: Michael
Scott
|
SIGNATORY | |||
WHITEBOX HEDGED HIGH YIELD PARTNERS,
L.P.
|
|||
|
By:
|
/s/ Mark Strefling | |
Name: Mark Strefling | |||
Title: CLO | |||
Whitebox Hedged High Yield Partners, LP | |||
Whitebox
Hedged High Yield Advisors, LLC
|
|||
Whitebox
Advisors, LLC
|
|||
Address: | |||
Whitebox
Advisors
3033
Excelsior Blvd, Suite 300
Minneapolis,
MN 55416
Facsimile:
(612) 253-6151
Attention: Pete
Wiley
|
SIGNATORY | |||
WHITEBOX COMBINED PARTNERS, L.P.
|
|||
|
By:
|
/s/ Mark Strefling | |
Name: Mark Strefling | |||
Title: CLO | |||
Whitebox Hedged High Yield Partners, LP | |||
Whitebox
Hedged High Yield Advisors, LLC
|
|||
Whitebox
Advisors, LLC
|
|||
Address: | |||
Whitebox
Advisors
3033
Excelsior Blvd, Suite 300
Minneapolis,
MN 55416
Facsimile:
(612) 253-6151
Attention: Pete
Wiley
|
SIGNATORY | |||
CQS CONVERTIBLE AND
QUANTITATIVE STRATEGIES MASTER FUND LIMITED |
|||
|
By:
|
/s/ Tara Glaser | |
Name: Tara Glaser | |||
Title: Authorised Signatory | |||
Address: | |||
c/o
CQS (US), LLC
152
West 57th Street, 41st Floor
New
York, NY 10019
Facsimile:
(917) 206-4099
Attention: Mark
Unferth
Tim
McArdle
|
SIGNATORY | |||
CQS DIRECTIONAL OPPORTUNITIES
MASTER FUND LIMITED |
|||
|
By:
|
/s/ Tara Glaser | |
Name: Tara Glaser | |||
Title: Authorised Signatory | |||
Address: | |||
c/o
CQS (US), LLC
152
West 57th Street, 41st Floor
New
York, NY 10019
Facsimile:
(917) 206-4099
Attention: Mark
Unferth
Tim
McArdle
|
SIGNATORY | |||
KIVU INVESTMENT FUND LIMITED
|
|||
|
By:
|
/s/ Peter H. Fletcher | |
Name: Peter H. Fletcher | |||
Title: Director | |||
Address: | |||
c/o
CQS (US), LLC
152
West 57th Street, 41st Floor
New
York, NY 10019
Facsimile:
(917) 206-4099
Attention: Mark
Unferth
Tim
McArdle
|
SIGNATORY | |||
DEUTSCHE BANK SECURITIES INC.
(SOLELY WITH RESPECT TO THE DISTRESSED PRODUCTS GROUP) |
|||
|
By:
|
/s/ Ray Costa | |
Name: Ray Costa | |||
Title: Managing Director | |||
By: | /s/ Charles J. Lanktree | ||
Name: Charles J. Lanktree | |||
Title: | |||
Address: | |||
60
Wall Street
New
York, NY 10005
Facsimile:
(212) 797-4666
Attention:
Tom Higbie
Philip
Giordano
James
Maclnnis
|
SIGNATORY | |||
ELLIOTT INTERNATIONAL, L.P.
|
|||
By: Elliott International
Capital Advisors Inc., as Attorney-in-Fact |
|||
|
By:
|
/s/ Joshua Nadell | |
Name: Joshua Nadell | |||
Title: Vice President | |||
Address: | |||
c/o
Elliott Management Corporation
712
Fifth Avenue
35th
Floor
New
York, NY 10019
Facsimile: (888)
341-0656
Attention: Kimberly
A. Reinhardt-Gonzales
Ross
Rosen
|
SIGNATORY | |||
THE LIVERPOOL LIMITED PARTNERSHIP
|
|||
By: Liverpool Associates, Ltd., as General Partner | |||
|
By:
|
/s/ Joshua Nadell | |
Name: Joshua Nadell | |||
Title: Vice President | |||
Address: | |||
c/o
Elliott Management Corporation
712
Fifth Avenue
35th
Floor
New
York, NY 10019
Facsimile: (888)
341-0656
Attention: Kimberly
A. Reinhardt-Gonzales
Ross
Rosen
|
SIGNATORY | |||
GOLDMAN, SACHS & CO.
|
|||
(SOLELY WITH RESPECT TO
THE HIGH YIELD DISTRESSED INVESTING GROUP) |
|||
|
By:
|
/s/ Justin Slatky | |
Name: Justin Slatky | |||
Title: Managing Director | |||
Address: | |||
200
West Street, 6th Floor
Ncw
York, NY 10282
Facsimile: (646)
576-3388
Attention: Ned
Oakley
|
SIGNATORY | |||
MONARCH MASTER FUNDING LTD
|
|||
|
By:
|
/s/ Michael A. Weinstock | |
Name: Michael A. Weinstock | |||
Title: Managing Principal | |||
Address: | |||
Monarch
Alternative Capital LP
535
Madison Avenue
New
York, NY 10022
Facsimile:
(866) 401-0532
Attention: Robert
Burns, General
Counsel
|
SIGNATORY | |||
OAK HILL ADVISORS L.P.
|
|||
|
By:
|
/s/ Scott D. Krase | |
Name: Scott D. Krase | |||
Title: Authorized Signatory | |||
Address: | |||
1114
Avenue of the Americas 27th Floor
New
York, NY 10036
Facsimile: (212)
735-5287
Attention: Jeffrey
Kirt
Gregg
Rubin
|
SIGNATORY | |||
SOLUS ALTERNATIVE ASSET MANAGEMENT LP
|
|||
|
By:
|
/s/ Nicholas Signorile | |
Name: Nicholas Signorile | |||
Title: COO/CFO | |||
Address: | |||
430
Park Avenue
New
York, NY 10022
Facsimile:
(212) 284-4320
Attention: Arthur
Kaz
|
Signatory
|
$
Cash Backstop
Commitment |
Distributable
Commitment Percentage |
Alden
Global Distressed Opportunities Fund, L.P.
|
||
Allen
Arbitrage, L.P.
|
||
Allen
Arbitrage Offshore
|
||
Armory
Master Fund Ltd.
|
||
Capital
Ventures International
|
||
Caspian
Capital Partners, L.P.
|
||
Caspian
Select Credit Master Fund, Ltd.
|
||
Citadel
Securities LLC
|
||
CQS
Convertible and Quantitative Strategies Master Fund
Limited
|
||
CQS
Directional Opportunities Master Fund Limited
|
||
Crescent
1 L.P.
|
||
CRS
Fund Ltd.
|
||
CSS,
LLC
|
||
Cumber
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) |
||
Elliott
International, L.P.
|
||
Goldman,
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.
|
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, L.P.
|
||
Stark
Criterion Master Fund Ltd.
|
||
Stark
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%
|
VISTEON
CORPORATION
By:______________________________
Its:
|
|
CQS CONVERTIBLE AND QUANTITATIVE
STRATEGIES MASTER FUND
LIMITED
By:
______________________________
Name:
_________________________
Title: Authorized
Signatory
|
|
CQS DIRECTIONAL OPPORTUNITIES
MASTER FUND LIMITED By:
______________________________
Name:
_________________________
Title: Authorized
Signatory
|
|
DEUTSCHE BANK SECURITIES INC.
(Solely with Respect to the
Distressed Products Group)
By:
______________________________
Name:
________________________
Title:
_________________________
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
ELLIOTT INTERNATIONAL,
L.P.
By: Elliott International Capital
Advisors Inc.,
as
Attorney-in-Facts
|
|
By:
______________________________
Name: Elliot
Greenberg
Title: Vice
President
|
GOLDMAN, SACHS & CO.,
solely with respect to the
High Yield Distressed Investing
Group
By:
______________________________
Name:
________________________
Title:
_________________________
|
|
KIVU INVESTMENT FUND
LIMITED
By:
______________________________
Name:
________________________
Title:
Director
|
|
MONARCH MASTER FUNDING
LTD
By: MONARCH ALTERNATIVE CAPITAL LP,
its investment
advisor
|
|
By:
______________________________
Name: Christopher
Santana
Title: Managing
Principal
|
OAK HILL ADVISORS, L.P., on behalf
of
certain private funds and separate accounts that it manages By:
______________________________
Name:
________________________
Title:
_________________________
|
|
SOLUS ALTERNATIVE
ASSET
MANAGEMENT LP, as investment
advisor to its private funds
By:
______________________________
Name:
________________________
Title:
_________________________
|
|
THE LIVERPOOL LIMITED
PARTNERSHIP
By: Liverpool Associates, Ltd., as
General Partner
|
|
By:
______________________________
Name: Elliot
Greenberg
Title: Vice
President
|
ALDEN GLOBAL DISTRESSED
OPPORTUNITIES FUND, L.P.
By: Alden Global Distressed
Opportunities Fund
GP, LLC, its general
partner
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
ALLEN ARBITRAGE,
L.P.
By: ______________________________
Name: Tal
Gurion
Title: Managing Director of
Investment Manager
|
|
ALLEN ARBITRAGE
OFFSHORE
By: ______________________________
Name: Tal
Gurion
Title: Managing Director of
Investment Manager
|
|
ARMORY MASTER FUND
LTD.
By: Armory Advisors LLC, its
Investment Manager
|
|
By:
______________________________
Name: Jay
Burnham
Title:
Manager
|
THE SEAPORT GROUP LLC PROFIT
SHARING PLAN
By: Armory Advisors LLC, its
Investment Manager
|
|
By:
______________________________
Name: Jay
Burnham
Title:
Manager
|
CAPITAL VENTURES
INTERNATIONAL
By: Susquehanna Advisors Group,
Inc., its authorized
agent
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
CASPIAN CAPITAL PARTNERS,
L.P.
By: Mariner Investment Group, as
Investment Advisor
|
|
By:
______________________________
Name: David
Corleto
Title:
Principal
|
CASPIAN SELECT CREDIT MASTER FUND,
LTD.
By: Mariner Investment Group, as
Investment Advisor
|
|
By:
______________________________
Name: David
Corleto
Title:
Principal
|
CITADEL SECURITIES
LLC
By:
______________________________
Name:
________________________
Title:
_________________________
|
|
CSS,
LLC
|
|
By:
______________________________
Name: Jerry White
Title:
Partner
|
CUMBERLAND
PARTNERS
By: CUMBERLAND GP LLC, its
General Partner
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
CUMBERLAND BENCHMARKED PARTNERS,
L.P.
By:
CUMBERLAND BENCHMARKED
GP
LLC,
its General
Partner
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
LONGVIEW PARTNERS B,
L.P.
By:
LONGVIEW B GP LLC, its General
Partner
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
CUMBER INTERNATIONAL
S.A.
By: CUMBERLAND ASSOCIATES LLC,
as Investment
Adviser
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
CYRUS EUROPE MASTER FUND LTD.
By: Cyrus
Capital Partners, L.P. as Investment
Manager
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
CYRUS SELECT OPPORTUNITIES MASTER
FUND, LTD.
By: Cyrus
Capital Partners, L.P. as Investment
Manager
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
CRESCENT 1 L.P.
By: Cyrus
Capital Partners, L.P. as Investment
Manager
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
CRS FUND LTD.
By: Cyrus
Capital Partners, L.P. as Investment
Manager
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
CYRUS OPPORTUNITIES MASTER FUND
II, LTD.
By: Cyrus
Capital Partners, L.P. as Investment
Manager
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
HALBIS DISTRESSED OPPORTUNITIES
MASTER FUND,
LTD.
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
MARINER LDC
By: Mariner Investment Group, as
Investment
Advisor
|
|
By:
______________________________
Name: David Corleto
Title:
Principal
|
MARINER LDC
By:
Riva Ridge Capital
Management LP, as Investment
Manager
By: Riva Ridge GP LLC, GP to the
Investment Manager
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
MERCED PARTNERS LIMITED
PARTNERSHIP
By: Global
Capital Management, Inc., General
Partner
|
|
By:
______________________________
Name: Thomas G. Rock
Title: Authorized Representative |
MERCED PARTNERS II,
L.P.
By: Lydiard
Partners, L.P., General Partner
By: Tanglewood
Capital Management, Inc., General
Partner
|
|
By:
______________________________
Name: Thomas G. Rock
Title: Authorized Representative |
NEWFINANCE ALDEN
SPV
By: Alden Global Capital, its
Trading Advisor
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
QVT FUND LP
By: QVT Associates GP LLC, its
general partner
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
QUINTESSENCE FUND
L.P.
By: QVT Associates GP LLC, its
general partner
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
RIVA RIDGE MASTER FUND,
LTD.
By: Riva Ridge Capital Management
LP,
as Investment
Manager
By: Riva Ridge GP LLC, GP to the
Investment Manager
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
SENECA CAPITAL,
L.P.
|
|
By:
______________________________
Name: Mike Anastasio
Title:
CFO
|
SILVER POINT CAPITAL, L.P. on
behalf of its affiliates and related
funds
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
SPECTRUM INVESTMENT PARTNERS,
L.P.
By:
Spectrum Group Management LLC, its
general
partner
|
|
By:
______________________________
Name: Jeffrey A. Schaffer
Title: Managing
Member
|
SIPI MASTER
LTD.
By:
Spectrum Investment Management LLC,
its investment
manager
|
|
By:
______________________________
Name: Jeffrey A. Schaffer
Title: Managing
Member
|
STARK CRITERION MASTER FUND
LTD.
By:
Stark Offshore Management LLC
Its:
Investment
Manager
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
STARK MASTER FUND
LTD.
By:
Stark Offshore Management LLC
Its:
Investment
Manager
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
UBS
Securities
LLC
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
UBS
Securities
LLC
|
|
By:
______________________________
Name:
________________________
Title:
_________________________
|
VENOR CAPITAL MASTER FUND
LTD.
|
|
By:
______________________________
Name: Michael Wartell
Title: Authorized
Signatory
|
WHITEBOX HEDGED HIGH YIELD
PARTNERS, L.P.
By: Whitebox Hedged High Yield
Advisors,
LLC,
its General
Partner
By: Whitebox Advisors, LLC, its
Managing Member
|
|
By:
______________________________
Name:
Title:
|
WHITEBOX COMBINED
PARTNERS, L.P.
By:
Whitebox Combined Advisors, LLC,
its
General Partner
By: Whitebox Advisors, LLC, its
Managing
Member
|
|
By:
______________________________
Name:
Title:
|