Secured Commercial LendingSenior, Cashflow, High Yield & Sub Debt

2

Moderator: Andrew Luetchford Managing Director – Corporate Finance

Panelists:

James Logan Senior DirectorCIBC Commercial Banking

Ellis Gaston Managing DirectorGE Corporate Finance

Joe Mattina Managing DirectorHead of Debt Capital Markets CanadaMacquarie Capital

Paul Redmond Managing DirectorNational Client Group RBC Royal Bank

Daniel Leslie Vice President, Specialized IndustriesTD Commercial National Accounts

$12 billion2011 Revenue

14.7%Tier 1 Capital Ratio

$353 billion2011 Total Assets

43,000Employees Worldwide

Canadian Imperial Bank of Commerce (CIBC) 2012 Strongest Bank in Canada as ranked by Bloomberg Markets

Ranked #1 in total syndicated loan deals and #2 in total value in September YTD Bloomberg League Tables

CIBC offers full-service business banking solutions that help clients pursue opportunities in the market. Our clients benefit from our proven ability to combine capital and advisory products into creative and practical financing solutions.

Whatever your business needs, we can help through:

Dedicated business expertise from a relationship manager who understands you, your business, and the industry you work in

A premiere Asset-Based Lending offer, supporting underwritings between $10 million and $500 million

A competitive leveraged loan capability including subordinated and/or mezzanine debt instruments

Investment Banking support to assist with value creating ideas

A dedicated Private Equity Coverage Team

Recognized as the Best Commercial Bank in Canada by World Finance Magazine (2012)

Michael MahoneyDirectorInvestment Banking,Financial Sponsors416.594.7429 / michael.mahoney@cibc.com

Blair CowanVice PresidentLeveraged Finance and Asset‐Based Lending416.980.3394 / blair.cowan@cibc.com

3

4

Committed and knowledgeable

relationshipmanagement

Human CapitalFinancial CapitalCore of financial

products and servicesAccess GE

At GE Capital we're not just bankers, we're builders. GE Capital is an extension of GE's rich heritage of building and supporting growth. Investing in the sectors we know best, we can provide more than just financing: We bring insight, knowledge and expertise to every loan. And as a result, businesses that finance with GE Capital benefit from the global know-how and expertise of GE. Around the world, we're helping our customers to invent more, to make more, to sell more and to do it all with greater efficiency. We're helping companies in ways that no other bank can.

Industry Specializations:

Aerospace & DefenseAutomotive & TransportationChemicals & PlasticsConstructionEnergyFood, Beverage & AgribusinessHealthcareManufacturingMarineMedia, Communications & EntertainmentMetals & MiningPaper, Packaging & Forestry RetailTechnology & Electronics

Corporate Finance, a lending unit of GE Capital• Focus on working with a wide variety of mid-size businesses, corporate borrowers and private

equity sponsors. • Product offerings include asset-based, cash flow and structured loans $25 million+.• Significant financial commitments leveraging GE’s domain expertise. • Ranking 1H12 (by # of deals), Thomson Reuters League Tables (Bookrunner):

• LBO Market #1, Mid Market Sponsor #1, Traditional Mid Market #2, Leverage loan Market #2, Large Cap Sponsor Market #2

Deep industry knowledge and expertise

Intellectual Capital

4

5

Corporate & Asset Finance

Macquarie DCM will structure & arrange financing on our client’s behalf, using our deep expertise and extensive network of banking relationships to achieve the best deal

UNDERWRITE & DISTRIBUTE

STRUCTURE & ARRANGE

Leveraged Finance

Credit Sales & Trading

Distributes new issues to institutional clients

Provides liquidity

Underwritten over

$45bn in bonds and loans since Aug 2009 (1)

Direct relationships

with 300+financial institutions from debt raising activities since 2005

100+dedicated debt financing professionals in key global financial centers

Services

Products Leasing ProjectFinance

Loans:Corporate &Leveraged

Debt PrivatePlacements

Bonds:High Yield &InvestmentGrade

Mezzanine

Underwriting Arranging Structuring& Docs

CapitalStructureAdvisory

RatingsAdvisory

LoanAmendments

Macquarie provides advice across the full range of debt market products and services

Principal lending arm of Macquarie Bank Limited

Financial strength of an A rated, APRA regulated bank

Actively making significant lending commitments on a hold to maturity basis

Ability to act as cornerstone for underwritten syndicated financings

Capability to structure and provide customized bilateral financing solutions

Full bank back-office capability to administer loans including revolving credit

+60 dedicated lending professionals with offices in Australasia, North America and Europe

+$12 billion in new lending commitments to more than 150 global clients since 2009

+$25-75 million typical loan amount with up to five year commitments

Macquarie Lending Capabilities

Macquarie is both an active lender and buyer of loans in the secondary market

Can provide significant principal holds for Macquarie arranged or issued deals

HOLD

Corporate & Asset Finance

1. Includes loans and bonds on which Macquarie acted as bookrunner, co-manager, or agent since August 2009

Macquarie Group

Royal Bank of Canada We are Canada’s largest bank as measured by assets and market capitalization, and among the largest

banks in the world, based on market capitalization. We are one of North America’s leading diversified financial service companies, and provide personal and commercial banking, wealth management services, insurance, corporate and investment banking and transaction processing services on a global basis. We employ approximately 79,000 full- and part-time employees who serve more than 18 million personal, business, public sector and institutional clients through offices in Canada, the U.S. and 53 countries.

National Client Group Dedicated to the "mid-market", a team of senior relationship managers, specializing in delivering a complete

range of sophisticated financial solutions and core banking services to mid-market Canadian-headquartered companies and subsidiaries of foreign multinationals in Canada. Located across Canada, there are Relationship Managers available to deliver RBC Royal Bank’s innovative financial strategies – whether you need to raise capital, reduce operating costs, mitigate risk, or realize value from your business.

Dedicated team from RBC’s platform as a leading global provider of fixed income, FX, commodities and interest rate swaps

Derivatives

National group of people to provide tailored solutions for your employees banking needs

Group Solutions

Dedicated treasury management and trade specialist available to work with you to solve cash management needs

Dedicated person for your Company to handle day-to-day transactions

Credit structuring professionals working directly with you to document and close agreements

Operating and Term Loans

Equipment Financing Asset Based Lending Sub Debt

Global Transaction Services

Global Banking Service CenterCredit StructuringCredit Coverage

Dedicated team from RBC’s platform as a leading global provider of fixed income, FX, commodities and interest rate swaps

Derivatives

National group of people to provide tailored solutions for your employees banking needs

Group Solutions

Dedicated treasury management and trade specialist available to work with you to solve cash management needs

Dedicated person for your Company to handle day-to-day transactions

Credit structuring professionals working directly with you to document and close agreements

Operating and Term Loans

Equipment Financing Asset Based Lending Sub Debt

Global Transaction Services

Global Banking Service CenterCredit StructuringCredit Coverage

6

TD Bank Group

7

Top 10 bank in North America by market cap and deposits; one of the few banks in the world rated AAA by Moody’s

A strong North American presence with over 1,150 branches in Canada and 1,280 in the U.S.

Ranked #1 or #2 in terms of market share in most retail products1

TD Canada Trust ranked highest in Canada for Customer Satisfaction by J.D. Power for the 7th year in a row and named the best of the Big Five banks for Customer Service Excellence by Synovate for the 7th year in a row

#1 Lead Arranger in 2012 in the Canadian Corporate Loan Syndication Market by volume 2

TD Commercial National Accounts

Product Expertise Geographic Footprint

Loan Products

ABL Solutions through TD Asset Finance

Cash Management

Loan Syndications

In coordination with TD Securities :

Foreign Exchange and Derivatives

Investment Banking & Capital Markets

Global Trade Finance

VancouverCalgary

Edmonton

Winnipeg

Toronto

MontrealHalifax

(1) Source: Canadian Banking Association (Canada), as at December 31, 2011.(2) Source: Bloomberg for period of Jan. 1, 2012 to June 30, 2012. Deal volume

awarded proportionately to the Lead Arrangers.

Automotive

Construction & Engineering

Diversified Industries

Energy

Financial Institutions

Food & Beverage

Oil Field Services

Public Private Partnerships

Corporate Finance / Relationship Management

8

2010 Credit environment conservative

– Low hold levels– Short maturities

Pricing spreads high Default rates high Loan volumes improving from

2009 lows Small number of active lenders High yield market reasonably

active

2012 Credit environment buoyant

– Aggressive bank hold levels– More liberal terms

Pricing spreads low Loan volumes below 2011

– More supply than demand

Canadian high yield markets buoyant

The Debt Environment: Big Changes In 2 Years

(Issuers with EBITDA of $50 Million or Less) (U.S. Credit Market Data)

Sponsored middle-market loan volumes

$14.8

$23.7 $24.2

$20.6

$5.0

$7.6 $6.7

$20.9

$25.1 $22.5

$20.9

$5.0

$2.2

$8.8

$12.8 $11.2

$5.9

$0

$10

$20

$30

In B

illio

ns

Source: Standard & Poor's

Mid-Market leveraged loan volumes erratic

9

(Issuers with EBITDA of $50 Million or Less) (U.S. Credit Market Data)Average Mid-Market purchase price and equity contribution

7.6x7.5x7.1x6.9x5.9x

6.7x7.2x

8.5x8.1x

9.3x8.3x

6.6x

8.4x8.2x7.6x

7.0x

0.0x

6.0x

12.0x

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

1Q-3

Q12

Senior Debt/EBITDA Sub Debt/EBITDA Equity/EBITDA Others

42.5%

10%

20%

30%

40%

50%

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

3Q12

Equity ContributionPurchase Price Breakdown

Source: Standard & Poor's

Senior/total leverage as high as 3.75x / 4.75x Equity requirements in 40% range

10

11

Cash Flow Lending: Mid-Market (BB/BB-)

Canada

Loan Amount Senior 3.25 x to 3.75x EBITDA

Total Up to 4.75x EBITDA

Pricing Spread (Senior)

BA + 3.25% to 3.75%

Deleveraging Grid

Term to Maturity 48 – 60 Months

Amortization 8% - 10% per year + sweep

Up Front Fees 0.75%

Commitment/ Standby Fee 20 - 25% of Spread

Average Bank Hold Levels Up to $75 million

Front End Fees: 2% All-in Return Targets 12%-17% Equity Co-invest Usually

Not Available Call Protection No Call Period 1-2 years Prepayment Penalties 7%, 5%, 3% Total Debt Leverage Up to 4.75 X

12

Sub Debt/Mezzanine Market

Nineteen C$ high yield issues raised C$4.8bn in the past 12 months

Canadian high yield market witnessed a record 21 bond offerings totaling C$4.3 billion in 2011, up from 14 offerings totaling C$3.4 billion issued in 2010

Canadian high yield fund flows remain strong with $258 million in September and $2.5 billion year-to-date

13

C$ High Yield Volume (Monthly) C$ High Yield Fund Flows (Monthly)

Figures current as of October 31, 2012Source: IFIC, Prospect News, Advantage Data, Macquarie Research

Canadian High Yield Market

691

–

358

500

–

300 400

75

875

375 500

565

0

1

2

3

4

5

$0$100$200$300$400$500$600$700$800$900

$1,000

Nov-11 Dec-11 Jan-12 Feb-12 Mar-12 Apr-12 May-12 Jun-12 Jul-12 Aug-12 Sep-12 Oct-12

Num

ber o

f issu

es

Tota

l Am

ount

Issu

ed (C

$m)

$ / month # / month

($100)

$0

$100

$200

$300

$400

$500

Sep-09 Mar-10 Sep-10 Mar-11 Sep-11 Mar-12 Sep-12

$258

Market OutlookPanel Discussion