CUSIP No: 984249607
SCHEDULE 13D
Page 2 of 20
1
NAMES OF REPORTING PERSONS
Avenue Investments, L.P. (“Avenue Investments”)
2
Check the appropriate box if a member of group
(a) [ ]
(b) [X]
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
708,867
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
708,867
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
708,867
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14
TYPE OF REPORTING PERSON
PN
CUSIP No: 984249607
SCHEDULE 13D
Page 3 of 20
1
NAMES OF REPORTING PERSONS
Avenue Partners, LLC (“Avenue Partners”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
2,385,391
1
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
2,385,391
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,385,391
12
Check box if the aggregate amount in row (11) excludes certain shares [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
14
TYPE OF REPORTING PERSON
OO
1
This number represents shares beneficially held by Avenue Investments and through Avenue International GenPar (as defined below) as general partner of Avenue International (as defined below). Avenue Partners is the general partner of Avenue Investments and a shareholder of Avenue International GenPar.
CUSIP No: 984249607
SCHEDULE 13D
Page 4 of 20
1
NAMES OF REPORTING PERSONS
Avenue International Master, L.P. (“Avenue International”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
1,676,524
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
1,676,524
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,676,524
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14
TYPE OF REPORTING PERSON
PN
CUSIP No: 984249607
SCHEDULE 13D
Page 5 of 20
1
NAMES OF REPORTING PERSONS
Avenue International Master GenPar, Ltd. (“Avenue International GenPar”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
1,676,524
1
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
1,676,524
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,676,524
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14
TYPE OF REPORTING PERSON
CO
1
This number represents shares beneficially held by Avenue International. Avenue International GenPar is the general partner of Avenue International.
CUSIP No: 984249607
SCHEDULE 13D
Page 6 of 20
1
NAMES OF REPORTING PERSONS
Avenue Special Situations Fund VI (Master), L.P. (“Avenue Spec VI”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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
3,458,611
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
3,458,611
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,458,611
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
14
TYPE OF REPORTING PERSON
PN
CUSIP No: 984249607
SCHEDULE 13D
Page 7 of 20
1
NAMES OF REPORTING PERSONS
Avenue Capital Partners VI, LLC (“Avenue Capital VI”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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
3,458,611
1
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
3,458,611
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,458,611
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
14
TYPE OF REPORTING PERSON
OO
1
This number represents shares beneficially held by Avenue Spec VI. Avenue Capital VI is the general partner of Avenue Spec VI.
CUSIP No: 984249607
SCHEDULE 13D
Page 8 of 20
1
NAMES OF REPORTING PERSONS
GL Partners VI, LLC (“GL VI”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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
3,458,611
1
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
3,458,611
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,458,611
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
14
TYPE OF REPORTING PERSON
OO
1
This number represents shares beneficially held by Avenue Spec VI. GL VI is the managing member of Avenue Capital VI, the general partner of Avenue Spec VI.
CUSIP No: 984249607 SCHEDULE 13D Page 9 of 20
1
NAMES OF REPORTING PERSONS
Managed Accounts Master Fund Services – MAP 10 (“MAP 10”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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
91,968
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
91,968
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,968
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14
TYPE OF REPORTING PERSON
OO
{01781182; 1; 0080-2 }
CUSIP No: 984249607
SCHEDULE 13D
Page 10 of 20
1
NAMES OF REPORTING PERSONS
Avenue Special Opportunities Fund I, L.P. (“Avenue Special Opportunities”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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
1,337,155
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
1,337,155
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,337,155
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
14
TYPE OF REPORTING PERSON
OO
CUSIP No: 984249607 SCHEDULE 13D Page 11 of 20
1
NAMES OF REPORTING PERSONS
Avenue SO Capital Partners I, LLC (“Avenue SO Capital Partners”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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
1,337,155
1
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
1,337,155
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,337,155
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
14
TYPE OF REPORTING PERSON
OO
1
This number represents shares beneficially held by Avenue Special Opportunities. Avenue SO Capital Partners is the general partner of Avenue Special Opportunities.
{01781182; 1; 0080-2 }
CUSIP No: 984249607
SCHEDULE 13D
Page 12 of 20
1
NAMES OF REPORTING PERSONS
GL SO Partners I, LLC (“Avenue SO Partners I”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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
1,337,155
1
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
1,337,155
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,337,155
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
14
TYPE OF REPORTING PERSON
OO
1
This number represents shares beneficially held by Avenue Special Opportunities. Avenue SO Partners I is the managing member of Avenue SO Capital Partners, the general partner of Avenue Special Opportunities.
CUSIP No: 984249607
SCHEDULE 13D
Page 13 of 20
1
NAMES OF REPORTING PERSONS
Avenue Capital Management II, L.P. (“Avenue Capital Management II”)
2
Check the appropriate box if a member of group
(a) [ ]
(b) [X]
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
7,273,125
1
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
7,273,125
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,273,125
12
Check if the aggregate amount in row (11) excludes certain shares [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
14
TYPE OF REPORTING PERSON
IA
1
Avenue Capital Management II exercises voting and investment power over the securities beneficially owned by the Funds (as defined below). This number includes 3,458,611 shares of common stock held by Avenue Spec VI, 708,867 shares of common stock held by Avenue Investments, 1,676,524 shares of common stock held by Avenue International, 91,968 shares of common stock held by MAP-10 and 1,337,155 shares of common stock held by Avenue Special Opportunities (Avenue Special Opportunities, together with Avenue Spec VI, Avenue Investments, MAP 10 and Avenue International, the “Funds”) on August 5, 2014.
CUSIP No: 984249607
SCHEDULE 13D
Page 14 of 20
1
NAMES OF REPORTING PERSONS
Avenue Capital Management II GenPar, LLC (“GenPar”)
2
Check the appropriate box if a member of group
(a) [ ]
(b) [X]
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
7,273,125
1
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
7,273,125
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,273,125
12
Check if the aggregate amount in row (11) excludes certain shares [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
14
TYPE OF REPORTING PERSON
OO
1
This number represents shares beneficially held by Avenue Capital Management II. GenPar is the general partner of Avenue Capital Management II.
CUSIP No: 984249607
SCHEDULE 13D
Page 15 of 20
1
NAMES OF REPORTING PERSONS
Marc Lasry
2
Check the appropriate box if a member of group
(a) [ ]
(b) [X]
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
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
7,273,125
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
7,273,125
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,273,125
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
14
TYPE OF REPORTING PERSON
IN/HC
CUSIP No: 984249607
SCHEDULE 13D
Page 16 of 20
Explanatory Note
Item 1.
Security and Issuer
This Amendment No. 5 to Schedule 13D (“
Amendment No. 5
”) is being filed by the Reporting Persons (as defined below) to amend the Items specified below in the Reporting Persons’ Schedule 13D with respect to YRC Worldwide, Inc., a Delaware corporation (the “
Issuer
”), filed with the Securities and Exchange Commission on December 19, 2013 (the “
Original Schedule 13D
”), as amended by Amendment No. 1 to the Original Schedule 13D, filed with the Securities and Exchange Commission on December 24, 2013 (“
Amendment No. 1
”), Amendment No. 2, filed with the Securities and Exchange Commission on January 27, 2014 (“
Amendment No. 2
”), Amendment No. 3, filed with the Securities and Exchange Commission on February 4, 2014 (“
Amendment No. 3
”), and Amendment No. 4, filed with the Securities and Exchange Commission on March 18, 2014 (“
Amendment No. 4
and, together with Amendment No. 1, Amendment No. 2, Amendment No. 3, and the Original Schedule 13D, the “
Amended Schedule 13D
”). Capitalized terms used in this Amendment No. 5 but not defined herein shall have the respective meanings given to such terms in the Amended Schedule 13D.
Item 5.
Interest in Securities of the Issuer
.
The disclosure in Item 5 is hereby amended and restated in its entirety as follows:
(a)
As of the date hereof, the following is the beneficial ownership and percentage of the Issuer’s Common Stock outstanding for each of the persons named below:
|
|
| |
|
Name
|
Number of Shares
|
Percentage of Shares (%)
|
|
Avenue Investments
|
708,867
|
2.3%
|
|
Avenue Spec VI
|
3,458,611
|
11.1%
|
|
Avenue International
|
1,676,524
|
5.4%
|
|
MAP-10
|
91,968
|
0.3%
|
|
Avenue Special Opportunities
|
1,337,155
|
4.3%
|
|
Avenue Partners
|
2,385,391
|
7.6%
|
|
Avenue International GenPar
|
1,676,524
|
5.4%
|
|
Avenue Capital VI
|
3,458,611
|
11.1%
|
|
GL VI
|
3,458,611
|
11.1%
|
|
Avenue SO Capital Partners
|
1,337,155
|
4.3%
|
|
Avenue SO Partners I
|
1,337,155
|
4.3%
|
|
Avenue Capital Management II
|
7,273,125
|
23.3%
|
|
GenPar
|
7,273,125
|
23.3%
|
|
Lasry
|
7,273,125
|
23.3%
|
The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons are based upon 31,242,037 shares of Common Stock outstanding as of July 25, 2014, as disclosed by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed on July 31, 2014, and calculated in accordance with Rule 13d-3(d)(1) of the Exchange Act.
(b)
The Reporting Persons have shared power to vote or direct the vote and shared power to dispose or to direct the disposition of the shares.
(c)
See Item 6.
CUSIP No: 984249607
SCHEDULE 13D
Page 17 of 20
(d)
No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Schedule 13D.
(e)
Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
Item 6 is hereby amended and supplemented to add the following at the end thereof:
On August 6, 2014, the Issuer redeemed all of the Series A Notes held by the Avenue Funds in accordance with the terms of the Series A Notes Indenture.
CUSIP No: 984249607
SCHEDULE 13D
Page 18 of 20
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct.
Dated: August 8, 2014
AVENUE INVESTMENTS, L.P.
By: Avenue Partners, LLC, its general partner
By:
/s/ Eric Ross as attorney-in-fact
Name: Marc Lasry
Title: Managing Member
AVENUE PARTNERS, LLC
By:
/s/ Eric Ross as attorney-in-fact
Name: Marc Lasry
Title: Managing Member
AVENUE INTERNATIONAL MASTER, L.P.
By: Avenue International Master Fund
GenPar, Ltd., its general partner
By:
/s/ Eric Ross as attorney-in-fact
Name: Marc Lasry
Title: Director
AVENUE INTERNATIONAL MASTER FUND GENPAR, LTD.
By:
/s/ Eric Ross as attorney-in-fact
Name: Marc Lasry
Title: Director
AVENUE SPECIAL SITUATIONS FUND VI (MASTER), L.P.
By: Avenue Capital Partners VI, LLC,
its general partner
By: GL Partners VI, LLC, its managing member
By:
/s/ Eric Ross as attorney-in-fact
CUSIP No: 984249607
SCHEDULE 13D
Page 19 of 20
Name: Marc Lasry
Title: Managing Member
AVENUE CAPITAL PARTNERS VI, LLC
By: GL Partners VI, LLC, its managing member
By:
/s/ Eric Ross as attorney-in-fact
Name: Marc Lasry
Title: Managing Member
GL PARTNERS VI, LLC
By:
/s/ Eric Ross as attorney-in-fact
Name: Marc Lasry
Title: Managing Member
MANAGED ACCOUNTS MASTER FUND SERVICES – MAP 10
By: Avenue Capital Management II, L.P., its investment manager
By: Avenue Capital Management II GenPar, LLC, its general partner
By:
/s/ Eric Ross as attorney-in-fact
Name: Marc Lasry
Title: Managing Member
AVENUE SPECIAL OPPORTUNITIES FUND I, L.P.
By: Avenue SO Capital Partners I, LLC, its general partner
By: GL SO Partners I, LLC, its managing member
By:
/s/ Eric Ross as attorney-in-fact
Name: Marc Lasry
Title: Managing Member
AVENUE SO CAPITAL
PARTNERS I, LLC
CUSIP No: 984249607
SCHEDULE 13D
Page 20 of 20
By: GL SO Partners I, LLC, its managing member
By:
/s/ Eric Ross as attorney-in-fact
Name: Marc Lasry
Title: Managing Member
GL SO PARTNERS I, LLC
By:
/s/ Eric Ross as attorney-in-fact
Name: Marc Lasry
Title: Managing Member
AVENUE CAPITAL MANAGEMENT II, L.P.
By: Avenue Capital Management II
GenPar, LLC, its general partner
By:
/s/ Eric Ross as attorney-in-fact
Name: Marc Lasry
Title: Managing Member
AVENUE CAPITAL MANAGEMENT II GENPAR, LLC
By:
/s/ Eric Ross as attorney-in-fact
Name: Marc Lasry
Title: Managing Member
MARC LASRY
/s/ Eric Ross as attorney-in-fact