EX-1 2 a11-28060_1ex1.htm EX-1

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

Each of the undersigned acknowledges and agrees that the foregoing Statement on Schedule 13D is filed on behalf of the undersigned.  Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Dated as of October 17, 2011.

 

 

OAKTREE PRINCIPAL FUND V (DELAWARE), L.P.

 

 

 

By:

Oaktree Fund GP, LLC, its general partner

 

By:

Oaktree Fund GP I, L.P., its managing member

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:

Lisa Arakaki

 

 

Title:

Authorized Signatory

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Authorized Signatory

 

 

 

 

 

OAKTREE FUND GP, LLC

 

 

 

By:

Oaktree Fund GP I, L.P., its managing member

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:

Lisa Arakaki

 

 

Title:

Authorized Signatory

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Authorized Signatory

 

 

 

 

 

OAKTREE FUND GP I, L.P.

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:

Lisa Arakaki

 

 

Title:

Authorized Signatory

 

 

 

 

 

By:

/s/ Martin Boskovich

 


 

 

 

Name:

Martin Boskovich

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

 

OAKTREE CAPITAL I, L.P.

 

 

 

By:

OCM Holdings I, LLC,

 

 

its General Partner

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:

Lisa Arakaki

 

 

Title:

Managing Director

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Senior Vice President

 

 

 

 

 

 

 

 

 

OCM HOLDINGS I, LLC

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:

Lisa Arakaki

 

 

Title:

Managing Director

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Senior Vice President

 

 

 

 

 

 

 

 

 

OAKTREE HOLDINGS, LLC

 

 

 

By:

Oaktree Capital Group, LLC,

 

 

its Managing Member

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:

Lisa Arakaki

 

 

Title:

Managing Director and Assistant Secretary

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Senior Vice President

 


 

 

OAKTREE CAPITAL GROUP, LLC

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:

Lisa Arakaki

 

 

Title:

Managing Director and Assistant Secretary

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Senior Vice President

 

 

 

 

 

 

 

 

 

OAKTREE CAPITAL GROUP HOLDINGS, L.P.

 

 

 

By:

Oaktree Capital Group Holdings GP, LLC,

 

 

its general partner

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:

Lisa Arakaki

 

 

Title:

Managing Director

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Senior Vice President

 

 

 

 

 

 

 

 

 

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:

Lisa Arakaki

 

 

Title:

Managing Director

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Senior Vice President

 


 

 

OAKTREE FF INVESTMENT FUND AIF (DELAWARE), L.P.

 

 

 

By:

Oaktree Fund AIF Series, L.P. — Series I, its general partner

 

By:

Oaktree Fund GP AIF, LLC, its general partner

 

By:

Oaktree Fund GP III, L.P., its managing member

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:

Lisa Arakaki

 

 

Title:

Authorized Signatory

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

 

OAKTREE FUND AIF SERIES, L.P. — SERIES I

 

 

 

By:

Oaktree Fund GP AIF, LLC, its general partner

 

By:

Oaktree Fund GP III, L.P., its managing member

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:

Lisa Arakaki

 

 

Title:

Authorized Signatory

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

 

OAKTREE FUND GP AIF, LLC

 

 

 

By:

Oaktree Fund GP III, L.P., its managing member

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:

Lisa Arakaki

 

 

Title:

Authorized Signatory

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Authorized Signatory

 


 

 

OAKTREE FUND GP III, L.P.

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:

Lisa Arakaki

 

 

Title:

Authorized Signatory

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

 

OAKTREE AIF INVESTMENTS, L.P.

 

 

 

 

 

By:

Oaktree AIF Holdings, Inc., its general partner

 

 

 

 

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:

Lisa Arakaki

 

 

Title:

Managing Director and Assistant Secretary

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Senior Vice President

 

 

 

 

 

 

 

 

 

OAKTREE AIF HOLDINGS, INC.

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Name:

Lisa Arakaki

 

 

Title:

Managing Director and Assistant Secretary

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Senior Vice President

 

 


 

ANNEX A

 

Oaktree Capital Group Holdings GP, LLC

The name and principal occupation of each of the members of the executive committee of Oaktree Capital Group Holdings GP, LLC and its executive officers are listed below.

 

Name

 

Principal Occupation

 

 

 

Howard S. Marks

 

Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.

 

 

 

Bruce A. Karsh

 

President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.

 

 

 

John B. Frank

 

Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P.

 

 

 

David M. Kirchheimer

 

Chief Financial Officer, Chief Administrative Officer and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative Officer and Principal of Oaktree Capital Management, L.P.

 

 

 

Sheldon M. Stone

 

Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

 

 

 

Larry W. Keele

 

Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

 

 

 

Stephen A. Kaplan

 

Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

 

 

 

Kevin L. Clayton

 

Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

 

Oaktree Capital Group Holdings, L.P.

The general partner of Oaktree Capital Group Holdings, L.P. is Oaktree Capital Group Holdings GP, LLC.  There are no executive officers and directors appointed at Oaktree Capital Group Holdings, L.P.

 

Oaktree Capital Group, LLC

The name and principal occupation of each of the directors and executive officers of Oaktree Capital Group, LLC are listed below.

 


 

Name

 

Principal Occupation

 

 

 

Howard S. Marks

 

Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.

 

 

 

Bruce A. Karsh

 

President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.

 

 

 

John B. Frank

 

Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P.

 

 

 

David M. Kirchheimer

 

Chief Financial Officer, Chief Administrative Officer and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative Officer and Principal of Oaktree Capital Management, L.P.

 

 

 

Sheldon M. Stone

 

Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

 

 

 

Larry W. Keele

 

Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

 

 

 

Stephen A. Kaplan

 

Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

 

 

 

Kevin L. Clayton

 

Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

 

 

 

D. Richard Masson

 

Principal Emeritus and Director of Oaktree Capital Group, LLC.

 

 

 

Robert E. Denham

 

Director of Oaktree Capital Group, LLC.  Mr. Denham is currently a partner in the law firm of Munger, Tolles & Olson LLP.

 

 

 

Wayne G. Pierson

 

Director of Oaktree Capital Group, LLC.  Mr. Pierson is currently the Chief Financial Officer and Treasurer of Meyer Memorial Trust.

 

 

 

Jay S. Wintrob

 

Director of Oaktree Capital Group, LLC.  Mr. Wintrob is currently the President and Chief Executive Officer of SunAmerica Financial Group.

 


 

Oaktree Holdings, LLC

 

The managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC.  There are no executive officers and directors appointed at Oaktree Holdings, LLC.

 

OCM Holdings I, LLC

 

The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC.  The name and principal occupation of each of the executive officers of OCM Holdings I, LLC are listed below.

 

Name

 

Principal Occupation

 

 

 

Howard S. Marks

 

Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.

 

 

 

Bruce A. Karsh

 

President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.

 

Oaktree Capital I, L.P.

 

OCM Holdings I, LLC is the general partner of Oaktree Capital I, L.P.  The name and principal occupation of each of the executive officers of Oaktree Capital I, L.P. are listed below.

 

Name

 

Principal Occupation

 

 

 

Howard S. Marks

 

Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.

 

 

 

Bruce A. Karsh

 

President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.

 

 

 

John B. Frank

 

Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P.

 

 

 

David M. Kirchheimer

 

Chief Financial Officer, Chief Administrative Officer and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative Officer and Principal of Oaktree Capital Management, L.P.

 


 

Oaktree Fund GP I, L.P.

 

Oaktree Capital I, L.P. is the general partner of Oaktree Fund GP I, L.P.  There are no executive officers or directors appointed at Oaktree Fund GP I, L.P.

 

Oaktree Fund GP, LLC

 

Oaktree Fund GP I, L.P. is the general partner of Oaktree Fund GP, LLC.  There are no executive officers or directors appointed at Oaktree Fund GP, LLC.

 

Oaktree Principal Fund V (Delaware), L.P.

 

Oakree Fund GP, LLC is the general partner of Oaktree Principal Fund V (Delaware), L.P., which is a Delaware limited partnership.  There are no executive officers or directors appointed at Oaktree Principal Fund V (Delaware), L.P.

 

Oaktree FF Investment Fund AIF (Delaware), L.P.

 

Oaktree Fund AIF Series, L.P. — Series I is the general partner of Oaktree FF Investment Fund AIF (Delaware), L.P., which is a Delaware limited partnership.  There are no executive officers or directors appointed at Oaktree FF Investment Fund AIF (Delaware), L.P.

 

Oaktree Fund AIF Series, L.P. — Series I

 

Oaktree Fund GP AIF, LLC is the general partner of Oaktree Fund AIF Series, L.P. — Series I, which is a Delaware limited partnership.  There are no executive officers or directors appointed at Oaktree Fund AIF Series, L.P. — Series I.

 

Oaktree Fund GP AIF, LLC

 

Oaktree Fund GP III, L.P. is the sole member of Oaktree Fund GP AIF, LLC, which is a Delaware limited liability company.  There are no executive officers or directors appointed at Oaktree Fund GP AIF, LLC.

 

Oaktree Fund GP III, L.P.

 

Oaktree AIF Investments, L.P. is the general partner of Oaktree Fund GP III, L.P., which is a Delaware limited partnership.  There are no executive officers or directors appointed at Oaktree AIF Investments, L.P.

 

Oaktree AIF Investments, L.P.

 

Oaktree AIF Holdings, Inc. is the general partner of Oaktree AIF Investments, L.P., which is a Delaware limited partnership.  There are no executive officers or directors appointed at Oaktree AIF Investments, L.P.

 


 

Oaktree AIF Holdings, Inc.

 

Oaktree AIF Holdings, Inc. is a Delaware corporation.  The name and principal occupation of each of the directors and executive officers of Oaktree AIF Holdings, Inc. are listed below.

 

Name

 

Principal Occupation

 

 

 

Howard S. Marks

 

Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.

 

 

 

Bruce A. Karsh

 

President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.

 

 

 

Todd E. Molz

 

Managing Director, General Counsel and Secretary of Oaktree Capital Group, LLC and Managing Director and General Counsel of Oaktree Capital Management, L.P.