EX-1 2 tpgsl13dex1.htm

 

AGREEMENT OF JOINT FILING

 

This joint filing agreement (this “Agreement”) is made and entered into as of this 17th day of November 2014, by and among TPG Group Holdings (SBS) Advisors, Inc., TPG Specialty Lending, Inc., Tarrant Capital Advisors, Inc., David Bonderman, James G. Coulter and Alan Waxman.

 

The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G, and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”) required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

 

TPG Group Holdings (SBS) Advisors, Inc.
   
 
By: /s/ Ronald Cami                                              
 
      Name: Ronald Cami
      Title: Vice President
 
 
TPG Specialty Lending, Inc.
   
 
By: /s/ Jennifer Mello                                              
 
      Name: Jennifer Mello
 
      Title: Vice President
 
 
Tarrant Capital Advisors, Inc.
   
 
By: /s/ Ronald Cami                                              
 
      Name: Ronald Cami
      Title: Vice President
 
 
David Bonderman
   
 
By: /s/ Ronald Cami                                              
 
      Name: Ronald Cami on behalf of David Bonderman (1)
 
 
 
 
James G. Coulter
   
 
By: /s/ Ronald Cami                                              
 
      Name: Ronald Cami on behalf of James G. Coulter (2)
 
 
 
 
Alan Waxman
   
 
By: /s/ Ronald Cami                                              
 
      Name: Ronald Cami on behalf of Alan Waxman (3)

 

 

 

(1) Ronald Cami is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated July 1, 2013, which was previously filed with the Securities and Exchange Commission as an exhibit to a Schedule 13D filed by Mr. Bonderman on August 14, 2013 (SEC File No.005-83906).

 

(2) Ronald Cami is signing on behalf of Mr. Coulter pursuant to the authorization and designation letter dated July 1, 2013, which was previously filed with the Securities and Exchange Commission as an exhibit to a Schedule 13D filed by Mr. Coulter on August 14, 2013 (SEC File No. 005-83906).

 

(3) Ronald Cami is signing on behalf of Mr. Waxman pursuant to the authorization and designation letter dated March 10, 2014, which was previously filed with the Securities and Exchange Commission as an exhibit to a Schedule 13D filed by Mr. Waxman on March 13, 2014 (SEC File No. 005-86304).