YRCW YRC Worldwide Inc

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

(Rule 13d-1(e))

Under the Securities Exchange Act of 1934

(Amendment No. 7)

 

 

YRC WORLDWIDE INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

984249607

(CUSIP Number)

Eric Ross

Senior Managing Director and Chief Compliance Officer

Avenue Capital Group

399 Park Avenue, 6^th Floor

New York, NY 10022

(212) 850-3500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 6, 2015

(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/A, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(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 §240.13d-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 this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

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CUSIP No: 984249607		SCHEDULE 13D		Page 2 of 13

 

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   480,9471
				9		SOLE DISPOSITIVE POWER   -0-
				10		SHARED DISPOSITIVE POWER   480,947
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   480,947
12		Check box if the aggregate amount in row (11) excludes certain shares  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.5%
14		TYPE OF REPORTING PERSON   OO

 

1	This number represents shares beneficially held by Avenue Investments, L.P. (“Avenue Investments”). Avenue Partners is the general partner of Avenue Investments.

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CUSIP No: 984249607		SCHEDULE 13D		Page 3 of 13

 

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   3,458,612
				9		SOLE DISPOSITIVE POWER   -0-
				10		SHARED DISPOSITIVE POWER   3,458,612
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,458,612
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.6%
14		TYPE OF REPORTING PERSON   PN

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CUSIP No: 984249607		SCHEDULE 13D		Page 4 of 13

 

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   3,458,6121
				9		SOLE DISPOSITIVE POWER   -0-
				10		SHARED DISPOSITIVE POWER   3,458,612
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,458,612
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.6%
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.

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CUSIP No: 984249607		SCHEDULE 13D		Page 5 of 13

 

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   3,458,6121
				9		SOLE DISPOSITIVE POWER   -0-
				10		SHARED DISPOSITIVE POWER   3,458,612
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,458,612
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.6%
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.

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CUSIP No: 984249607		SCHEDULE 13D		Page 6 of 13

 

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   5,873,1251
				9		SOLE DISPOSITIVE POWER   -0-
				10		SHARED DISPOSITIVE POWER   5,873,125
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,873,125
12		Check if the aggregate amount in row (11) excludes certain shares  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   17.9%
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 3,458,612 shares of common stock held by Avenue Spec VI, 480,947 shares of common stock held by Avenue Investments, 1,337,155 shares of common stock held by Avenue Special Opportunities Fund I, L.P. (“Avenue Special Opportunities”), 519,779 shares of common stock held by Avenue PPF Opportunities Fund, L.P. (“Avenue PPF Opportunities”) and 76,632 shares of common stock held by Avenue EnTrust Customized Portfolio SPC on behalf and for the account of Avenue US/Europe Distressed Segregated Portfolio (“Avenue EnTrust SPC” and together with, Avenue PPF Opportunities, Avenue Special Opportunities, Avenue Spec VI and Avenue Investments, the “Funds”).

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CUSIP No: 984249607		SCHEDULE 13D		Page 7 of 13

 

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   5,873,1251
				9		SOLE DISPOSITIVE POWER   -0-
				10		SHARED DISPOSITIVE POWER   5,873,125
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,873,125
12		Check if the aggregate amount in row (11) excludes certain shares  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   17.9%
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.

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CUSIP No: 984249607		SCHEDULE 13D		Page 8 of 13

 

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   5,873,125
				9		SOLE DISPOSITIVE POWER   -0-
				10		SHARED DISPOSITIVE POWER   5,873,125
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,873,125
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   17.9%
14		TYPE OF REPORTING PERSON   IN/HC

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CUSIP No: 984249607		SCHEDULE 13D		Page 9 of 13

Explanatory Note

 

Item 1.

Security and Issuer

This Amendment No. 7 to Schedule 13D (“Amendment No. 7”) 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”), Amendment No. 4, filed with the Securities and Exchange Commission on March 18, 2014 (“Amendment No. 4”), Amendment No. 5, filed with the Securities and Exchange Commission on August 8, 2014 (“Amendment No. 5”), and Amendment No. 6, filed with the Securities and Exchange Commission on March 31, 2015 (“Amendment No. 6 and, together with Amendment No. 1 through Amendment No. 5 and the Original Schedule 13D, the “Amended Schedule 13D”). Capitalized terms used in this Amendment No. 7 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:

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CUSIP No: 984249607		SCHEDULE 13D		Page 10 of 13

 

Name		Number of Shares				Percentage of Shares (%)
Avenue Investments			480,947				1.5	%
Avenue Spec VI			3,458,612				10.6	%
Avenue International			0				0	%
MAP-10			0				0	%
Avenue Special Opportunities			1,337,155				4.1	%
Avenue PPF Opportunities Fund			519,779				1.6	%
Avenue EnTrust SPC			76,632				0.2	%
Avenue PPF Opportunities GenPar			519,779				1.6	%
Avenue Partners			480,947				1.5	%
Avenue International GenPar			0				0	%
Avenue Capital VI			3,458,612				10.6	%
GL VI			3,458,612				10.6	%
Avenue SO Capital Partners I, LLC			1,337,155				4.1	%
GL SO Partners I, LLC			1,337,155				4.1	%
Avenue Capital Management II			5,873,125				17.9	%
GenPar			5,873,125				17.9	%
Lasry			5,873,125				17.9	%

The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons are based upon 32,752,921 shares of Common Stock outstanding as of July 24, 2015, as disclosed by the Issuer in the Issuer’s Quarterly Report on Form 10-Q filed on July 30, 2015, and calculated in accordance with Rule 13d-3(d)(1) of the Exchange Act.

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CUSIP No: 984249607		SCHEDULE 13D		Page 11 of 13

(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.

(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) Following the transactions described in Item 6 hereto, Avenue Partners ceased to be the beneficial owner of more than five percent of the shares of Common Stock and are no longer subject to the reporting requirements of Rule 13D-1(a) of the Exchange Act.

 

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, 2015, Avenue Investments, Avenue International, MAP-10, Avenue PPF Opportunities and Avenue EnTrust SPC (collectively, the “Selling Avenue Funds”) and UBS Securities LLC (“Buyer”) entered into a secondary block trade agreement (the “Agreement”), pursuant to which the Selling Avenue Funds sold an aggregate of 1,400,000 shares of Common Stock to Buyer for $19.71 per share. The sale is expected to close on or about August 11, 2015 (the “Closing Date”). The Selling Avenue Funds agreed not to offer, issue, sell or otherwise dispose of (or announce an intention of doing so), without the prior written consent of the Buyer, any other shares of the Issuer or securities convertible or exchangeable or carrying rights to acquire shares for a period of thirty (30) days following the Closing Date.

The summary of the Agreement is not a complete description and is qualified in its entirety by reference to the full terms of the Agreement, filed as Exhibit 1 to this Amendment No. 7 and incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit 1

Secondary Block Trade Agreement, dated August 6, 2015, by and among the Selling Avenue Funds and Buyer.

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CUSIP No: 984249607		SCHEDULE 13D		Page 12 of 13

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 7, 2015

 

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CUSIP No: 984249607		SCHEDULE 13D		Page 13 of 13

 

Exhibit 1

SECONDARY BLOCK TRADE AGREEMENT

August 6, 2015

1,400,000 shares of common stock of YRC Worldwide, Inc.

This agreement dated, August 6, 2015, sets out the terms under which UBS Securities LLC, (“UBS” / “Buyer”) will purchase the number of shares of common stock (the “Shares”) of YRC Worldwide, Inc. (the “Issuer”) from each seller listed on Schedule I hereto (each, a “Seller” and, together, the “Sellers”) set forth next to each Seller’s name on such Schedule I.

 

1.	Purchase and sale

Subject to the terms and conditions of this agreement (the “Agreement”), Sellers agree as legal and beneficial owner to sell the Shares, free of all liens, charges or other encumbrances and Buyer agrees to purchase and pay for the Shares at a net price of $19.71 per Share for a total consideration of $27,594,000 (the “Purchase Price”) together with all dividends, distributions and other benefits attaching to the Shares as from the date hereof (the “Trade Date”). The Purchase Price will be reduced by the amount of any applicable SEC fees payable pursuant to Section 31 of the Securities Exchange Act of 1934, as amended.

 

2.

Closing

 

(a)

On August 11, 2015 or at such other time and/or date as Sellers and Buyer may agree (the “Closing Date”), Buyer shall pay to Sellers the Purchase Price for the Shares by transfer to Sellers’ account to be identified in writing at least 48 hours prior to payment against delivery of the Shares on the Closing Date. Such delivery shall be effected by crediting the Shares in registered form to the participant account of UBS Securities LLC at the Depository Trust and Clearing Corporation (“DTC”), DTC participant number 642.

 

(b)

Sellers agree that they will not, and will ensure that none of their subsidiaries or associates or holding company will, prior to the expiry of 30 days following the Closing Date, offer, issue, sell or otherwise dispose of (or announce an intention of doing so) any other shares of the Issuer or any securities convertible into or exchangeable for or carrying rights to acquire other shares of the Issuer without the prior written consent of Buyer.

 

(c)

Sellers undertake with Buyer that they will bear and pay any stamp or other duties or taxes on or in connection with the sale and transfer of the Shares to be sold by Sellers and the execution and delivery of this Agreement and any other tax payable by Sellers in connection with the transaction contemplated hereby.

 

3.

Expenses

Sellers and Buyer shall bear their own legal costs (if any) and all their other out-of-pocket expenses (if any).

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4.	Representations and warranties

 

(a)

As a condition of the obligation of Buyer to purchase and pay for the Shares, Sellers represent and warrant to Buyer as follows:

 

(i)

that Sellers are the holders and legal and beneficial owners of the Shares free from all liens, charges and other encumbrances and that the Shares rank pari passu in all respects with other outstanding shares of common stock of the Issuer, including their entitlement to dividends,

 

(ii)

that Sellers have the power and authority to sell the Shares hereunder and no person has any conflicting right, contingent or otherwise, to purchase or to be offered for purchase, the Shares, or any of them,

 

(iii)

that the execution, delivery and performance of this Agreement has been duly authorised by Sellers and upon execution and delivery of the Agreement by the Buyer and the Sellers will constitute a legal, valid and binding obligation of Sellers,

 

(iv)

that the execution, delivery and performance of this Agreement by Sellers will not infringe any law or regulation applicable to Sellers and is not and will not be contrary to the provisions of the constitutional documents of Sellers and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which Sellers are a party or by which Sellers or their property are bound,

 

(v)

that there are no restrictions (contractual or otherwise, including, without limitation, any insider trading or “blackout” policy imposed by the Issuer) prohibiting or otherwise affecting the sale or transfer of the Shares to Buyer, other than those necessary to ensure compliance with the registration requirements of the U.S. Securities Act of 1933, as amended, or an exemption therefrom, and no consents or approvals are required to be obtained in connection with the sale of the Shares to Buyer and the sale of the Shares to Buyer will not violate or breach any representation or warranty made by Sellers pertaining to the Shares.

 

(vi)

that all consents and approvals of any court, government department or other regulatory body required by Sellers for the offering of the Shares and the execution, delivery and performance of the terms of this Agreement have been obtained and are in full force and effect,

 

(vii)

that Sellers are not aware of any material adverse information concerning the Issuer that has not been publicly disclosed, and

 

(viii)

the representations and warranties of Sellers set forth in Sellers’ representation letter (in form similar to the form attached as Exhibit A titled, “Sellers’ Representation Letter”) are true and correct.

 

(b)

Sellers covenant with Buyer that they will keep Buyer indemnified against any losses, liabilities, costs, claims, actions and demands (including any reasonable expenses arising in connection therewith) which it may incur, or which may be made against it as a result of or in relation to any misrepresentation in or breach of any of the above representations and warranties and will reimburse Buyer for all reasonable costs, charges and expenses which it may pay or incur in connection with investigating, disputing or defending any such action or claim.

 

(c)

The above representations, warranties and indemnity shall continue in full force and effect notwithstanding any investigation by or on behalf of Buyer or completion of this Agreement.

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6.	Conditions to Closing

The obligations of Buyer hereunder shall be subject, in its discretion, to the condition that all representations and warranties and other statements of Sellers herein are, and as of the Closing Date will be, true, complete and accurate.

 

7.	Law and jurisdiction

This Agreement is governed by the laws of the State of New York as applied to contracts to be performed wholly within the State of New York. Each party hereto irrevocably submits to the extent permitted under applicable law to the non-exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, State of New York. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Agreement. Each party certifies (i) that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of any such suit, action or proceeding and (ii) acknowledges that it and the other party have entered into this Agreement, in reliance on, among other things, the mutual waivers and certifications in this Section.

 

8.

Notices

Any notice or notification in any form to be given by the Buyer is to be sent by facsimile, addressed to the Sellers and using the following address, facsimile number, and/or email address:

Eric Ross

Senior Managing Director and Chief Compliance Officer

Avenue Capital Group

399 Park Avenue, 6th Floor

New York, NY 10022

Telephone: (212) 850-3500

Any such notice shall take effect at the time of dispatch.

 

9.	Miscellaneous

 

(a)

Time shall be of the essence of this Agreement.

 

(b)

The heading to each Clause is included for convenience only and shall not affect the construction of this Agreement.

 

(c)

In the event any provision of this Agreement is found to be or becomes invalid or unenforceable, no other provision of this Agreement shall thereby be affected and the Agreement shall remain valid and enforceable in respect of all remaining provisions, and any invalid or unenforceable provision will be deemed to be replaced by a provision which as nearly as possible accomplishes the commercial purpose of the original.

If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Upon acceptance by you this Agreement and such acceptance shall constitute a binding agreement between Buyer and Sellers.

Yours faithfully

UBS Securities LLC

/s/ Rakhee Bhagat

Rakhee Bhagat

Executive Director

/s/ David Lai

David Lai

Director

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Agreed to and accepted by Sellers:

 

[SIGNATURE PAGE TO SECONDARY BLOCK TRADE AGREEMENT]

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Schedule I

 

Name of Fund		Shares Sold
Avenue PPF Opportunities Fund, L.P.			131,823
Managed Accounts Master Fund Services - MAP 10			91,968
Avenue Investments, L.P.			227,920
Avenue EnTrust Customized Portfolio SPC on behalf and for the account of Avenue US/Europe Distressed Segregated Portfolio			19,435
Avenue International Master, L.P.			928,854