UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of
1934
(Amendment No. 1
)*
Visteon
Corporation
(Name of Issuer)
Common
Stock, $1.00 par value
(Title of Class of
Securities)
92839U107
(CUSIP Number)
John C.
Nagel
Citadel
LLC
131 S.
Dearborn Street, 32nd Floor
Chicago, Illinois
60603
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
June 15,
2010
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box. £
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page. The information required on the
remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
|
CUSIP No.
92839U107
|
Page 2 of 9
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
0 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%
|
||
|
14
|
TYPE OF REPORTING
PERSON
OO,
BD
|
||
|
CUSIP No.
92839U107
|
Page 3 of 9
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
0 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%
|
||
|
14
|
TYPE OF REPORTING
PERSON
PN,
HC
|
||
|
CUSIP No.
92839U107
|
Page 4 of 9
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
0 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%
|
||
|
14
|
TYPE OF REPORTING
PERSON
OO,
HC
|
||
|
CUSIP No.
92839U107
|
Page 5 of 9
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
0 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%
|
||
|
14
|
TYPE OF REPORTING
PERSON
IN,
HC
|
||
|
CUSIP No.
92839U107
|
Page 6 of 9
Pages
|
|
ITEM 1.
|
SECURITY AND ISSUER |
This
Amendment No. 1 amends the Schedule 13D filed on May 17, 2010 (the “Original
Filing”) by Citadel Securities LLC (“CS”), Citadel Holdings I LP (“CH-I”),
Citadel Investment Group II, L.L.C. (“CIG-II”) and Kenneth Griffin (“Griffin”
and, collectively with CS, CH-I and CIG-II, the “Reporting Persons”) relating to
the Shares of Visteon Corporation. Capitalized terms not defined herein shall
have the meaning given to them in the Original Filing.
|
ITEM 4.
|
PURPOSE
OF TRANSACTION
|
Item 4 of
the Original Filing is hereby supplemented by adding the following after the
second paragraph thereof:
As disclosed herein, the Reporting
Persons beneficially own no Shares of the Issuer. Therefore (and
without conceding that the Reporting Persons were ever part of a group with
respect to the Shares of the Issuer), the Reporting Persons cannot be party to
any group relating to the Issuer. The Reporting Persons do not intend
to amend further the Original Filing.
|
ITEM 5.
|
INTEREST IN SECURITIES OF THE
ISSUER
|
(a) -
(b) As of April 26, 2010, the number of Shares outstanding
was 130,320,880 according to the Issuer’s Form 10-Q filed on April 30,
2010. As of the date hereof, the Reporting Persons are the beneficial
owners of no Shares. The Reporting Persons have the shared power to
vote and shared power to dispose of no Shares.
(c) Except
as set forth on Exhibit 99.4 attached hereto, there have been no transactions
with respect to the Shares since the Original Filing nor, to the best of each of
the Reporting Persons’ knowledge, by any of the persons listed on Exhibit
99.2.
(d) Not
applicable.
(e) Not
applicable.
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
|
Item 6 of
the Original Filing is hereby supplemented by adding the following after the
eighth paragraph thereof:
On May 24, 2010, the Debtors filed
with the Bankruptcy Court a Third Amended Joint Plan of Reorganization and a
related Third Amended Disclosure Statement pursuant to the Bankruptcy
Code.
On June 14, 2010, the Debtors filed
with the Bankruptcy Court a Fourth Amended Joint Plan of Reorganization of the
Debtors (the “Fourth Amended Plan”) and a related Fourth Amended Disclosure
Statement (“Fourth Amended Disclosure Statement”) pursuant to the Bankruptcy
Code. The Fourth Amended Plan provides, among other things, that, under the
Rights Offering Sub Plan (as defined in the Fourth Amended Plan), except to the
extent that a holder of a Term Loan Facility Claim (as defined in the Fourth
Amended Plan) agrees to a less favorable treatment, (i) if the creditor class
comprised of holders of the Term Loan Facility Claims votes to accept the Fourth
Amended Plan, such holders shall be paid in full in cash on the Effective Date
(as defined in the Fourth Amended Plan) or as soon as practicable thereafter, or
(ii) if the creditor class comprised of holders of the Term Loan Facility Claims
does not vote to accept the Fourth Amended Plan, the Issuer shall have the
option, subject to the reasonable consent of certain of the Investors, to seek
to reinstate certain of the Term Loan Facility Claims. The Fourth
Amended Plan also provides, among other things, that, under the Rights Offering
Sub Plan (as defined in the Fourth Amended Plan), if the class comprised of
holders of Interests (as defined in the Fourth Amended Plan) in the Issuer votes
to accept the Fourth Amended Plan, certain holders of Interests in the Issuer
shall receive on the Effective Date or as soon as practicable thereafter pro
rata portions of (i) warrants to purchase equity in the Reorganized Debtors (as
defined in the Fourth Amended Plan), and (ii) 2.0% of the Distributable Equity
(as defined in the Fourth Amended Plan), except to the extent that a holder of
an Interest in the Issuer agrees to a less favorable treatment. The above
summary of the material terms of the Fourth Amended Plan is qualified in its
entirety by reference to the text of the Fourth Amended Plan.
|
CUSIP No.
92839U107
|
Page 7 of 9
Pages
|
On June 15, 2010 by release of the
Investors’ signature pages thereto, the Issuer and the Investors entered into
the First Amendment to the Plan Support Agreement. The First Amendment to the
Plan Support Agreement amends the Plan Support Agreement to conform to the
Fourth Amended Plan and the Fourth Amended Disclosure Statement.
On June 15, 2010 by release of the
Investors’ signature pages thereto, the Issuer and the Investors also entered
into the First Amendment to the Equity Commitment Agreement. The
First Amendment to the Equity Commitment Agreement amends, among other things,
(i) Section 7.2(b) of the Equity Commitment Agreement to extend the date by
which the Issuer has to use its commercially reasonable efforts to obtain an
order confirming a plan of reorganization to October 4, 2010 and
(ii) Section 10.1(c) of the Equity Commitment Agreement to extend the date
by which the Equity Commitment Agreement and a disclosure statement must be
approved by the Bankruptcy Court to June 20, 1010. On June 17, 2010,
the Bankruptcy Court approved the Issuer’s entry into the Equity Commitment
Agreement.
On June
25, 2010, effective as of June 20, 2010, the Issuer and the Investors
entered into the Second Amendment to the Equity Commitment Agreement.
The
Second Amendment to the Equity Commitment Agreement amends (i) Section 7.2(b) of
the Equity Commitment Agreement to extend the date by which the Issuer has to
use its commercially reasonable efforts to obtain an order approving a
disclosure statement to July 2, 2010 and (ii) Section 10.1(c) of the Equity
Commitment Agreement to extend the date by which certain Investors may terminate
the Equity Commitment Agreement for failure to obtain such order to July 2,
2010.
|
ITEM 7.
|
MATERIAL TO BE FILED AS
EXHIBITS
|
The
following documents are filed as appendices and exhibits (or incorporated by
reference herein):
|
Exhibit
99.9
|
Transactions
in the Shares effected since the Original Filing
|
|
Exhibit
99.10
|
Third
Amended Joint Plan of Reorganization of the Debtors (incorporated herein
by reference to Exhibit 99.1 to the Issuer’s Current Report on Form 8-K
filed on May 27, 2010)
|
|
Exhibit
99.11
|
Fourth
Amended Joint Plan of Reorganization of the Debtors (incorporated herein
by reference to Exhibit 99.1 to the Issuer’s Current Report on Form 8-K
filed on June 17, 2010)
|
|
Exhibit
99.12
|
First
Amendment to the Plan Support Agreement
|
|
Exhibit
99.13
|
First
Amendment to the Equity Commitment Agreement
|
|
Exhibit
99.14
|
Second Amendment to the Equity Commitment Agreement |
|
CUSIP No.
92839U107
|
Page 8 of 9
Pages
|
Signature
After reasonable inquiry and to the
best of its knowledge and belief, the undersigned certify that the information
set forth in this statement is true, complete and correct.
Dated this 25th day of June, 2010
|
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*
|
* John C.
Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a
power of attorney previously filed with the Securities and Exchange Commission
on February 24, 2006, and hereby incorporated by reference herein. The power of
attorney was filed as an attachment to a filing by Citadel Limited Partnership
on Schedule 13G for Morgans Hotel Group Co.
Exhibit
99.9
Transactions
in the Shares of Visteon Corporation effected since the Original
Filing
|
For
the Account of
|
Date
of Transaction
|
Nature
of Transaction
|
Number
of Shares
|
Price
per Share
|
|
Citadel
Securities
|
5/24/2010
|
Sale
|
100,000
|
1.7605
|
|
Citadel
Securities
|
5/24/2010
|
Sale
|
268,400
|
1.214
|
|
Citadel
Securities
|
5/26/2010
|
Sale
|
150,000
|
1.2417
|
|
Citadel
Securities
|
5/28/2010
|
Sale
|
50,000
|
1.489
|
|
Citadel
Securities
|
5/28/2010
|
Sale
|
350,000
|
1.5007
|
|
Citadel
Securities
|
6/14/2010
|
Sale
|
99,600
|
1.0775
|
|
Citadel
Securities
|
6/24/2010
|
Sale
|
400
|
0.661
|
Execution
Copy
FIRST AMENDMENT TO THE PLAN SUPPORT
AGREEMENT
This
First Amendment (this “Amendment”), dated as
of June 13, 2010, is made and entered into by and among Visteon Corporation
(as debtor-in-possession and a reorganized debtor, as applicable, the “Company”), the other
Debtors, and the Consenting Senior Note Holders whose signatures are set forth
below (the “Amending
Note Holders”). Capitalized terms used and not otherwise defined herein
have the meanings set forth in the Plan Support Agreement (as defined
below).
WHEREAS,
the Debtors and the Amending Note Holders are parties to that certain Plan
Support Agreement, dated as of May 6, 2010 (as amended, the “Plan Support
Agreement”);
WHEREAS,
Section 8.5(c) of the Plan Support Agreement provides that the Plan Support
Agreement may be amended only in a writing signed by the Debtors and the
Requisite Senior Note Holders, subject to the other provisions set forth
therein; and
WHEREAS,
the Debtors and the Amending Note Holders wish to amend the Plan Support
Agreement, and the Amending Note Holders [include all of Requisite Senior Note
Holders];
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein and in the Plan Support Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
A. Amendments to the Plan
Support Agreement. The Plan Support Agreement is hereby amended as
follows:
1. Exhibit A to the Plan
Support Agreement. Exhibit A to the Plan Support Agreement shall be
replaced by the Fourth Amended
Joint Plan of Reorganization of Visteon Corporation and Its Debtor Affiliates
Pursuant to Chapter 11 of the United States Bankruptcy Code attached
as Exhibit 1
to this Amendment (the “Amended Plan”). All
references to the Amended Plan contained in the Plan Support Agreement shall
refer to the Amended Plan attached to this Amendment.
2. Exhibit B to the Plan
Support Agreement. Exhibit B to the Plan Support Agreement shall be
replaced by the Fourth Amended
Disclosure Statement for the Fourth Amended Joint Plan of Reorganization of
Visteon Corporation and Its Debtor Affiliates Pursuant to Chapter 11 of the
United States Bankruptcy Code attached as Exhibit 2
to this Amendment (the “Disclosure
Statement”). All references to the Disclosure Statement contained in the
Plan Support Agreement shall refer to the Disclosure Statement attached to this
Amendment.
3. Section 7.1(c)(2).
Section 7.1(c)(2) of the Plan Support Agreement shall be amended to the
following: “the Debtors have not filed the Amended Plan and the Disclosure
Statement with the Bankruptcy Court on or before June 15, 2010, or such
later date as may be agreed to by the Requisite Senior Note
Holders.”
B. Miscellaneous. This
Amendment and the Plan Support Agreement, together, contain the complete
agreement among the parties hereto and thereto and supersede any prior
understandings, agreements, letters of intent, or representations by or among
such parties, written or oral, that may have related to the subject matter
hereof in any way. Except as specifically amended hereby, the Plan Support
Agreement, as amended hereby, shall remain in full force and effect. The terms
and provisions of Sections 8.1, 8.3, 8.4, 8.5, the first paragraph of
Section 8.7, 8.11 and 8.12 of the Plan Support Agreement are incorporated herein
by reference as if set forth herein in their entirety and shall apply mutatis mutandis to this
Amendment.
* * * *
*
IN
WITNESS WHEREOF, the parties have executed or caused this Amendment to be
executed as of the date first written above.
|
VISTEON
CORPORATION
(on
behalf of itself and its Debtor affiliates)
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Plan Support
Agreement — Debtors Signature Page]
|
CONSENTING
SENIOR NOTE HOLDER
CQS
Directional Opportunities
Master
Fund Limited
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Plan Support
Agreement — Consenting Senior Note Holder Signature Page]
|
CONSENTING
SENIOR NOTE HOLDER
Kivu
Investment Fund Limited
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Plan Support
Agreement — Consenting Senior Note Holder Signature Page]
|
CONSENTING
SENIOR NOTE HOLDER
Deutsche
Bank Securities Inc.
(solely
with respect to the
Distressed
Products Group)
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Plan Support
Agreement — Consenting Senior Note Holder Signature Page]
|
CONSENTING
SENIOR NOTE HOLDER
Elliot
International L.P.
|
||||
|
By:
|
Elliot
International Capital Advisors Inc.
as
Attorney-in-Fact
|
|||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Plan Support
Agreement — Consenting Senior Note Holder Signature Page]
|
CONSENTING
SENIOR NOTE HOLDER
The
Liverpool Limited Partnership
|
||||
|
By:
|
Liverpool
Associates, Ltd.
as
General Partner
|
|||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Plan Support
Agreement — Consenting Senior Note Holder Signature Page]
|
CONSENTING
SENIOR NOTE HOLDER
Goldman,
Sachs & Co.
(solely
with respect to the High
Yield
Distressed Investing Group)
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Plan Support
Agreement — Consenting Senior Note Holder Signature Page]
|
CONSENTING
SENIOR NOTE HOLDER
Monarch Alternative Capital
LP
(held
through DTC 0005 Goldman)
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Plan Support
Agreement — Consenting Senior Note Holder Signature Page]
|
CONSENTING
SENIOR NOTE HOLDER
Oak
Hill Advisors, L.P.
on
behalf of certain private funds and
separate
accounts that it manages
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Plan Support
Agreement — Consenting Senior Note Holder Signature Page]
|
CONSENTING
SENIOR NOTE HOLDER
Sola
Ltd
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Plan Support
Agreement — Consenting Senior Note Holder Signature Page]
|
CONSENTING
SENIOR NOTE HOLDER
UBS SECURITIES LLC (solely with respect
to
the
Distressed Debt Trading Group)
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Plan Support
Agreement — Consenting Senior Note Holder Signature Page]
Execution
Copy
FIRST AMENDMENT TO THE EQUITY
COMMITMENT AGREEMENT
This
First Amendment (this “Amendment”), dated
as of June 13, 2010, is made and entered into by and among Visteon
Corporation (as debtor-in-possession and a reorganized debtor, as applicable,
the “Company”) and the Investors whose
signatures are set forth below (the “Amending
Investors”). Capitalized terms used and not otherwise defined herein have
the meanings set forth in the Equity Commitment Agreement (as defined
below).
WHEREAS,
the Company and the Amending Investors are parties to that certain Equity
Commitment Agreement, dated as of May 6, 2010 (as amended, the “Equity Commitment Agreement”);
WHEREAS,
Section 11.7 of the Equity Commitment Agreement provides, among other
things, that the Equity Commitment Agreement may be amended only in a writing
signed by the Company and all of the Lead Investors, subject to the other
provisions set forth in the Equity Commitment Agreement; and
WHEREAS,
the Company and the Amending Investors wish to amend the Equity Commitment
Agreement, and the Amending Investors include all of the Lead
Investors;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein and in the Equity Commitment Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
A. Amendments to the Equity Commitment Agreement.
The Equity Commitment Agreement is hereby amended as follows:
1. Exhibit B to the Equity Commitment
Agreement. Exhibit B attached to the Equity Commitment Agreement
shall be replaced by the disclosure statement for the Plan, including any
exhibits and schedules thereto, that is attached as Exhibit I to this Amendment.
2. Exhibit C to the Equity Commitment
Agreement. Exhibit C attached to the Equity Commitment Agreement
shall be replaced by the chapter 11 plan of reorganization, including all
exhibits, schedules and annexes, attached as Exhibit II to this Amendment.
3. Exhibit G to the Equity Commitment
Agreement. Exhibit G attached to the Equity Commitment Agreement
shall be replaced by the post-Effective Date management equity incentive program
as set forth on Exhibit III to this
Amendment.
4. Exhibit J to the Equity Commitment
Agreement. Exhibit J attached to the Equity Commitment Agreement
shall be replaced by the procedures for conducting the Rights Offering attached
as Exhibit IV to this
Agreement.
5. Preamble. The Preamble of the Equity Commitment
Agreement shall be amended by deleting the phrase “(this “Agreement”)” and replacing it with the phrase
“(as amended, modified, or waived from time to time in accordance with the terms
herewith, this “Agreement”)”.
6. Definitions. The following definition shall be
added between the definition of “Equity Commitment” and the definition of
“Event”:
““Old
Equity Warrants” has the meaning ascribed to such term in the
Plan.”.
7. Section 5.4(a) — Capitalization
Representation. Section 5.4(a) of the Equity Commitment Agreement
shall be amended as follows:
(a) In
clause (i) of Section 5.4(a), the phrase “forty-nine million three
hundred eleven thousand six hundred sixty-seven (49,311,667)” shall be deleted
and replaced with the phrase “[fifty million two hundred seventy-six thousand
five hundred seventy-nine (50,276,579)]”;
(b) In
clause (iii) of Section 5.4(a), the phrase “ and the Old Equity
Warrants” shall be inserted immediately following the phrase “other than the
12.25% Warrants”;
(c) In
clause (v) of Section 5.4(a), the phrase “three million eight hundred
eighty-eight thousand eight hundred eighty-nine (3,888,889)” shall be deleted
and replaced with the phrase “[two million five hundred seventy-nine thousand
six hundred seventy-two (2,579,672)]”; and
(d) In
clause (vi) of Section 5.4(a), the phrase “ and the Old Equity
Warrants” shall be inserted immediately following the phrase “of the 12.25%
Warrants”.
8. Section 7.2(b) — Milestone Date. Clause
(vi) of Section 7.2(b) of the Equity Commitment Agreement shall be
amended by deleting the phrase “September 3, 2010” and replacing it with
the phrase “October 4, 2010”.
9. Section 10.1(c) — Milestone Dates.
Section 10.1(c) of the Equity Commitment Agreement shall be amended as
follows:
(a) In
clause (i) of Section 10.1(c), the phrase “the date that is thirty
(30) days after the date hereof” shall be deleted and replaced with the
phrase “June 20, 2010”; and
(b) In
clause (ii) of Section 10.1(c), the phrase “the date that is thirty
(30) days after the date hereof” shall be deleted and replaced with the
phrase “June 20, 2010”.
B. Miscellaneous. This Amendment and the Equity
Commitment Agreement, together, contain the complete agreement among the parties
hereto and thereto and supersede any prior understandings, agreements, letters
of intent, or representations by or among such parties, written or oral, that
may have related to the subject matter hereof in any way. Except as specifically
amended hereby, the Equity Commitment Agreement, as amended hereby, shall remain
in full force and effect. The terms and provisions of Sections 11.1 through
11.8 and 11.10 of the Equity Commitment Agreement are incorporated herein by
reference as if set forth herein in their entirety and shall apply mutatis mutandis to this
Amendment.
* * * *
*
IN
WITNESS WHEREOF, the parties have executed or caused this Amendment to be
executed as of the date first written above.
|
VISTEON
CORPORATION
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Company Signature Page]
|
CQS
CONVERTIBLE AND QUANTITATIVE
STRATEGIES
MASTER FUND LIMITED
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
Authorized
Signatory
|
|||
[First Amendment to the Equity
Commitment Agreement — Lead Investor Signature Page]
|
CQS
DIRECTIONAL OPPORTUNITIES
MASTER
FUND LIMITED
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
Authorized
Signatory
|
|||
[First Amendment to the Equity
Commitment Agreement — Lead Investor Signature Page]
|
DEUTSCHE
BANK SECURITIES INC.
(Solely
with Respect to the Distressed Products Group)
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Lead Investor Signature Page]
|
ELLIOTT
INTERNATIONAL, L.P.
|
||||
|
By:
|
Elliott
International Capital Advisors Inc., as
|
|||
|
Attorney-in-Fact
|
||||
|
By:
|
||||
|
Name:
|
Elliot
Greenberg
|
|||
|
Title:
|
Vice
President
|
|||
[First Amendment to the Equity
Commitment Agreement — Lead Investor Signature Page]
|
GOLDMAN,
SACHS & CO.,
solely
with respect to the
High
Yield Distressed Investing Group
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Lead Investor Signature Page]
|
KIVU
INVESTMENT FUND LIMITED
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
Authorized
Signatory
|
|||
[First Amendment to the Equity
Commitment Agreement — Lead Investor Signature Page]
|
MONARCH
MASTER FUNDING LTD
|
||||
|
By:
|
MONARCH
ALTERNATIVE CAPITAL
|
|||
|
LP,
its investment advisor
|
||||
|
By:
|
||||
|
Name:
|
Christopher
Santana
|
|||
|
Title:
|
Managing
Principal
|
|||
[First Amendment to the Equity
Commitment Agreement — Lead Investor Signature Page]
|
OAK
HILL ADVISORS, L.P., on behalf of
certain
private funds and separate accounts
that
it manages
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Lead Investor Signature Page]
|
SOLUS
ALTERNATIVE ASSET
MANAGEMENT
LP, as investment advisor to its
private
funds
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Lead Investor Signature Page]
|
THE
LIVERPOOL LIMITED PARTNERSHIP
|
||||
|
By:
|
Liverpool
Associates, Ltd., as General
|
|||
|
Partner
|
||||
|
By:
|
||||
|
Name:
|
Elliot
Greenberg
|
|||
|
Title:
|
Vice
President
|
|||
[First Amendment to the Equity
Commitment Agreement — Lead Investor Signature Page]
|
ALDEN
GLOBAL DISTRESSED
OPPORTUNITIES
FUND, L.P.
|
||||
|
By:
|
Alden
Global Distressed Opportunities Fund
|
|||
|
GP,
LLC, its general partner
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
ALLEN
ARBITRAGE, L.P.
|
||||
|
By:
|
||||
|
Name:
|
Tal
Gurion
|
|||
|
Title:
|
Managing
Director of Investment Manager
|
|||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
ALLEN
ARBITRAGE OFFSHORE
|
||||
|
By:
|
||||
|
Name:
|
Tal
Gurion
|
|||
|
Title:
|
Managing
Director of Investment Manager
|
|||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
ARMORY
MASTER FUND LTD.
|
||||
|
By:
|
Armory
Advisors LLC, its Investment
|
|||
|
Manager
|
||||
|
By:
|
||||
|
Name:
|
Jay
Burnham
|
|||
|
Title:
|
Manager
|
|||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
CAPITAL
VENTURES INTERNATIONAL
|
||||
|
By:
|
Susquehanna
Advisors Group, Inc.,
|
|||
|
its
authorized agent
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
CASPIAN
CAPITAL PARTNERS, L.P.
|
||||
|
By:
|
Mariner
Investment Group, as Investment
|
|||
|
Advisor
|
||||
|
By:
|
||||
|
Name:
|
David
Corleto
|
|||
|
Title:
|
Principal
|
|||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
CASPIAN
SELECT CREDIT MASTER FUND, LTD.
|
||||
|
By:
|
Mariner
Investment Group, as Investment
|
|||
|
Advisor
|
||||
|
By:
|
||||
|
Name:
|
David
Corleto
|
|||
|
Title:
|
Principal
|
|||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
CITADEL
SECURITIES LLC
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
CSS,
LLC
|
||||
|
By:
|
||||
|
Name:
|
Jerry
White
|
|||
|
Title:
|
Partner
|
|||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
CUMBERLAND
PARTNERS
|
||||
|
By:
|
CUMBERLAND
GP LLC, its General
|
|||
|
Partner
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
CUMBERLAND
BENCHMARKED PARTNERS, L.P.
|
||||
|
By:
|
CUMBERLAND
BENCHMARKED GP
|
|||
|
LLC,
its General Partner
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
LONGVIEW
PARTNERS B, L.P.
|
||||
|
By:
|
LONGVIEW
B GP LLC, its General Partner
|
|||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
CUMBER
INTERNATIONAL S.A.
|
||||
|
By:
|
CUMBERLAND
ASSOCIATES LLC, as
|
|||
|
Investment
Adviser
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
CYRUS
EUROPE MASTER FUND LTD.
|
||||
|
By:
|
Cyrus
Capital Partners, L.P. as Investment
|
|||
|
Manager
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
CYRUS
SELECT OPPORTUNITIES
MASTER
FUND, LTD.
|
||||
|
By:
|
Cyrus
Capital Partners, LP as Investment Manager
|
|||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
CRESCENT
1 L.P.
|
||||
|
By:
|
Cyrus
Capital Partners, L.P. as Investment Manager
|
|||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
CRS
FUND LTD.
|
||||
|
By:
|
Cyrus
Capital Partners, L.P. as Investment Manager
|
|||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
CYRUS
OPPORTUNITIES MASTER
FUND
II, LTD.
|
||||
|
By:
|
Cyrus
Capital Partners, L.P. as Investment Manager
|
|||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
HALBIS
DISTRESSED OPPORTUNITIES MASTER FUND, LTD.
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
MARINER
LDC
|
||||
|
By:
|
Mariner
Investment Group, as Investment Advisor
|
|||
|
By:
|
||||
|
Name:
|
David
Corleto
|
|||
|
Title:
|
Principal
|
|||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
MARINER
LDC
|
||||
|
By:
|
Riva
Ridge Capital Management LP,
as
Investment Manager
|
|||
|
By:
|
Riva
Ridge GP LLC, GP to the Investment Manager
|
|||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
MERCED
PARTNERS LIMITED PARTNERSHIP
|
||||
|
By:
|
Global
Capital Management, Inc., General Partner
|
|||
|
By:
|
||||
|
Name:
|
Thomas
G. Rock
|
|||
|
Title:
|
Authorized
Representative
|
|||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
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
|
|||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
NEWFINANCE
ALDEN SPV
|
||||
|
By:
|
Alden
Global Capital, its Trading Advisor
|
|||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
QVT
FUND LP
|
||||
|
By:
|
QVT
Associates GP LLC, its general partner
|
|||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
QUINTESSENCE
FUND L.P.
|
||||
|
By:
|
QVT
Associates GP LLC, its general partner
|
|||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
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:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
SENECA
CAPITAL, L.P.
|
||||
|
By:
|
||||
|
Name:
|
Mike
Anastasio
|
|||
|
Title:
|
CFO
|
|||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
SILVER
POINT CAPITAL, L.P. on behalf of its affiliates and related
funds
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
SPECTRUM
INVESTMENT PARTNERS, L.P.
|
||||
|
By:
|
Spectrum
Group Management LLC, its general partner
|
|||
|
By:
|
||||
|
Name:
|
Jeffrey
A. Schaffer
|
|||
|
Title:
|
Managing
Member
|
|||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
SIPI
MASTER LTD.
|
||||
|
By:
|
Spectrum
Investment Management LLC,
its
investment manager
|
|||
|
By:
|
||||
|
Name:
|
Jeffrey
A. Schaffer
|
|||
|
Title:
|
Managing
Member
|
|||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
STARK
CRITERION MASTER FUND LTD.
|
||||
|
By:
|
Stark
Criterion Management LLC
|
|||
|
Its:
Investment Manager
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
STARK
MASTER FUND LTD.
|
||||
|
By:
|
Stark
Offshore Management LLC
|
|||
|
Its:
Investment Manager
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
THE
SEAPORT GROUP LLC PROFIT SHARING PLAN
|
||||
|
By:
|
Armory
Advisors LLC, its Investment Advisor
|
|||
|
By:
|
||||
|
Name:
|
Jay
Burnham
|
|||
|
Title:
|
Manager
|
|||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
UBS
SECURITIES LLC (solely with respect to the Distressed Debt Trading
Group)
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
VENOR
CAPITAL MASTER FUND LTD.
|
||||
|
By:
|
||||
|
Name:
|
Michael
Wartell
|
|||
|
Title:
|
Authorized
Signatory
|
|||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
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:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
|
WHITEBOX
COMBINED PARTNERS, L.P.
|
||||
|
By:
|
Whitebox
Combined Advisors, LLC, its General Partner
|
|||
|
By:
|
Whitebox
Advisors, LLC, its Managing Member
|
|||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
[First Amendment to the Equity
Commitment Agreement — Co-Investor Signature Page]
SECOND
AMENDMENT TO THE EQUITY COMMITMENT AGREEMENT
This
Second Amendment (this "Amendment"), dated as
of June 25, 2010 and affective as of June 20, 2010, is made and entered into by
and among Visteon Corporation (as debtor-in-possession and a reorganized debtor,
as applicable, the "Company") and the
Investors whose signatures are set forth below (the "Amending
Investors"). Capitalized terms used and not otherwise defined
herein have the meanings set forth in the Equity Commitment Agreement (as
defined below).
WHEREAS,
the Company and the Amending Investors are parties to that certain Equity
Commitment Agreement, dated as of May 6, 2010 (as amended by that certain First
Amendment to the Equity Commitment Agreement, dated as of June 13, 2010, the
"Equity Commitment
Agreement");
WHEREAS,
Section 11.7 of the Equity Commitment Agreement provides, among other things,
that the Equity Commitment Agreement may be amended only in a writing signed by
the Company and all of the Lead Investors, subject to the other provisions set
forth in the Equity Commitment Agreement; and
WHEREAS,
the Company and the Amending Investors wish to amend the Equity Commitment
Agreement, and the Amending Investors include all of the Lead
Investors;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein and in the Equity Commitment Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
A. Amendments to the Equity
Commitment Agreement. The Equity Commitment Agreement is
hereby amended as follows:
1. Section 7.2(b) - Milestone
Date. Clause (iv) of Section 7.2(b) of the Equity Commitment
Agreement shall be amended by deleting the phrase "June 20, 2010" and replacing
it with the phrase "July 2, 2010".
2. Section 10.1(c) - Milestone
Date. Clause (ii) of Section 10.1(c) of the Equity Commitment
Agreement shall be amended by deleting the phrase "June 20, 2010" and replacing
it with the phrase "July 2, 2010".
B. Miscellaneous. This Amendment and the Equity Commitment
Agreement, together, contain the complete agreement among the parties hereto and
thereto and supersede any prior understandings, agreements, letters of intent,
or representations by or among such parties, written or oral, that may have
related to the subject matter hereof in any way. Except as
specifically amended hereby, the Equity Commitment Agreement, as amended hereby,
shall remain in full force and effect. The terms and provisions of
Sections 11.1 through 11.8 and 11.10 of the Equity Commitment Agreement are
incorporated herein by reference as if set forth herein in their entirety and
shall apply mutatis
mutandis to this Amendment.
* * * * *
IN WITNESS WHEREOF, the parties have
executed or caused this Amendment to be executed as of the date first written
above.
VISTEON
CORPORATION
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Company Signature Page]
CQS
CONVERTIBLE AND QUANTITATIVE STRATEGIES MASTER FUND LIMITED
By:
Name:
Title: Authorized
Signatory
[Second Amendment to the Equity
Commitment Agreement – Lead Investor Signature Page]
CQS
DIRECTIONAL OPPORTUNITIES MASTER FUND LIMITED
By:
Name:
Title: Authorized
Signatory
[Second Amendment to the Equity
Commitment Agreement – Lead Investor Signature Page]
DEUTSCHE
BANK SECURITIES INC.
(Solely
with Respect to the Distressed Products Group)
By:
Name:
Title:
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Lead Investor Signature Page]
ELLIOTT
INTERNATIONAL, L.P.
By: Elliott
International Capital Advisors Inc., asAttorney-in-Fact
By:
Name:
Elliot Greenberg
Title: Vice
President
[Second Amendment to the Equity
Commitment Agreement – Lead Investor Signature Page]
GOLDMAN,
SACHS & CO.,
solely
with respect to the
High
Yield Distressed Investing Group
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Lead Investor Signature Page]
KIVU
INVESTMENT FUND LIMITED
By:
Name:
Title: Authorized
Signatory
[Second Amendment to the Equity
Commitment Agreement – Lead Investor Signature Page]
MONARCH
MASTER FUNDING LTD
|
|
By:
|
MONARCH
ALTERNATIVE CAPITAL LP, its investment
advisor
|
By:
Name: Christopher
Santana
Title: Managing
Principal
[Second Amendment to the Equity
Commitment Agreement – Lead Investor Signature Page]
OAK HILL
ADVISORS, L.P., on behalf of
certain
private funds and separate accounts
that it
manages
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Lead Investor Signature Page]
SOLUS
ALTERNATIVE ASSET MANAGEMENT LP, as investment advisor to its private
funds
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Lead Investor Signature Page]
THE
LIVERPOOL LIMITED PARTNERSHIP
By: Liverpool
Associates, Ltd., as GeneralPartner
By:
Name:
Elliot Greenberg
Title: Vice
President
[Second Amendment to the Equity
Commitment Agreement – Lead Investor Signature Page]
ALDEN
GLOBAL DISTRESSED OPPORTUNITIES FUND, L.P.
|
|
By:
|
Alden
Global Distressed Opportunities Fund GP, LLC, its general
partner
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
ALLEN
ARBITRAGE, L.P.
By:
Name: Tal
Gurion
Title: Managing
Director of Investment Manager
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
ALLEN
ARBITRAGE OFFSHORE
By:
Name: Tal
Gurion
Title: Managing
Director of Investment Manager
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
ARMORY
MASTER FUND LTD.
By: Armory
Advisors LLC, its InvestmentManager
By:
Name: Jay
Burnham
Title: Manager
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
CAPITAL
VENTURES INTERNATIONAL
|
|
By:
|
Susquehanna
Advisors Group, Inc.,
|
|
|
its
authorized agent
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
CASPIAN
CAPITAL PARTNERS, L.P.
By: Mariner
Investment Group, as InvestmentAdvisor
By:
Name:
David Corleto
Title: Principal
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
CASPIAN
SELECT CREDIT MASTER FUND, LTD.
By: Mariner
Investment Group, as InvestmentAdvisor
By:
Name:
David Corleto
Title: Principal
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
CITADEL
SECURITIES LLC
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
CSS,
LLC
By:
Name: Jerry
White
Title: Partner
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
CUMBERLAND
PARTNERS
|
|
By:
|
CUMBERLAND
GP LLC, its General Partner
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
CUMBERLAND
BENCHMARKED PARTNERS, L.P.
|
|
By:
|
CUMBERLAND
BENCHMARKED GP LLC, its General
Partner
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
LONGVIEW
PARTNERS B, L.P.
|
|
By:
|
LONGVIEW
B GP LLC, its General Partner
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
CUMBER
INTERNATIONAL S.A.
|
|
By:
|
CUMBERLAND
ASSOCIATES LLC, as Investment
Adviser
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
CYRUS
EUROPE MASTER FUND LTD.
|
|
By:
|
Cyrus
Capital Partners, L.P. as Investment
Manager
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
CYRUS
SELECT OPPORTUNITIES
MASTER
FUND, LTD.
|
|
By:
|
Cyrus
Capital Partners, LP as Investment
Manager
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
CRESCENT
1 L.P.
|
|
By:
|
Cyrus
Capital Partners, L.P. as Investment
Manager
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
CRS FUND
LTD.
|
|
By:
|
Cyrus
Capital Partners, L.P. as Investment
Manager
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
CYRUS
OPPORTUNITIES MASTER
FUND II,
LTD.
|
|
By:
|
Cyrus
Capital Partners, L.P. as Investment
Manager
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
HALBIS
DISTRESSED OPPORTUNITIES MASTER FUND, LTD.
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
MARINER
LDC
By: Mariner
Investment Group, as InvestmentAdvisor
By:
Name:
David Corleto
Title: Principal
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
MARINER
LDC
|
|
By:
|
Riva
Ridge Capital Management LP,
|
|
|
as
Investment Manager
|
|
|
By:
|
Riva
Ridge GP LLC, GP to the Investment
Manager
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
MERCED
PARTNERS LIMITED PARTNERSHIP
|
|
By:
|
Global
Capital Management, Inc., General
Partner
|
By:
Name: Thomas
G. Rock
Title: Authorized
Representative
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
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
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
NEWFINANCE
ALDEN SPV
|
|
By:
|
Alden
Global Capital, its Trading Advisor
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
QVT FUND
LP
|
|
By:
|
QVT
Associates GP LLC, its general
partner
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
QUINTESSENCE
FUND L.P.
|
|
By:
|
QVT
Associates GP LLC, its general
partner
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
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:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
SENECA
CAPITAL, L.P.
By:
Name: Mike
Anastasio
Title: CFO
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
SILVER
POINT CAPITAL, L.P. on behalf of its affiliates and related funds
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
SPECTRUM
INVESTMENT PARTNERS, L.P.
|
|
By:
|
Spectrum
Group Management LLC, its general
partner
|
By:
Name: Jeffrey
A. Schaffer
Title: Managing
Member
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
SIPI
MASTER LTD.
|
|
By:
|
Spectrum
Investment Management LLC,
|
|
|
its
investment manager
|
By:
Name: Jeffrey
A. Schaffer
Title: Managing
Member
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
STARK
CRITERION MASTER FUND LTD.
|
|
By:
|
Stark
Criterion Management LLC
|
|
|
Its:
|
Investment
Manager
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
STARK
MASTER FUND LTD.
|
|
By:
|
Stark
Offshore Management LLC
|
|
|
Its:
|
Investment
Manager
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
THE
SEAPORT GROUP LLC PROFIT SHARING PLAN
By: Armory
Advisors LLC, its Investment Advisor
By:
Name: Jay
Burnham
Title: Manager
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
UBS
Securities LLC
By:
Name:
Title:
UBS
Securities LLC
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
VENOR
CAPITAL MASTER FUND LTD.
By:
Name: Michael
Wartell
Title: Authorized
Signatory
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
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:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]
WHITEBOX
COMBINED PARTNERS, L.P.
|
|
By:
|
Whitebox
Combined Advisors, LLC, its General
Partner
|
|
|
By:
|
Whitebox
Advisors, LLC, its Managing Member
|
By:
Name:
Title:
[Second Amendment to the Equity
Commitment Agreement – Co-Investor Signature Page]