Exhibit 10.1
==============================================================================
WARRANT REPURCHASE AGREEMENT
DATED AS OF OCTOBER 30, 2006
BY AND AMONG
THE DOE RUN RESOURCES CORPORATION,
THE RENCO GROUP, INC.,
REGIMENT CAPITAL ADVISORS, LLC,
SOWOOD COMMODITY PARTNERS FUND LP,
SOWOOD COMMODITY PARTNERS FUND III LP
and the other
WARRANTHOLDERS LISTED
ON THE SIGNATURE PAGE HERETO
==============================================================================
TABLE OF CONTENTS
Page
----
Section 1. Right to Purchase Warrants.......................................2
Section 2. Exercise of Purchase Right.......................................2
Section 3. Closing..........................................................2
Section 4. Representations and Warranties of the Parent and the Company.....2
Section 4.1. Authority...............................................3
Section 4.2. Government Consents.....................................3
Section 4.3. Litigation..............................................3
Section 4.4. Full Disclosure.........................................3
Section 4.5. Best Price..............................................3
Section 5. Representations and Warranties of the Participating
Warrantholders...................................................3
Section 5.1. Ownership...............................................3
Section 5.2. Authority...............................................4
Section 5.3. Government Consents.....................................4
Section 5.4. Litigation..............................................4
Section 6. Conditions to the Obligations of the Participating
Warrantholders...................................................4
Section 6.1. Payment of Fees and Expenses............................4
Section 6.2. Accuracy of Representations and Warranties..............5
Section 6.3. Retirement of Notes.....................................5
Section 6.4. No Injunction...........................................5
Section 7. Covenants of the Parent and the Company..........................5
Section 7.1. Delay in Exercising Call Option.........................5
Section 8. Covenants of the Participating Warrantholders....................5
Section 8.1. Actions Relating to Notes...............................5
Section 8.2. Actions Relating to Warrants............................5
Section 9. Miscellaneous....................................................6
Section 9.1. Effect..................................................6
Section 9.2. Notices.................................................6
Section 9.3. Binding Effect, Etc.....................................7
Section 9.4. Descriptive Headings....................................7
-i-
Page
----
Section 9.5. Counterparts............................................8
Section 9.6. Severability............................................8
Section 9.7. Remedies; Specific Performance..........................8
Section 9.8. Governing Law...........................................9
-ii-
WARRANT REPURCHASE AGREEMENT (this "Agreement"), dated as of October
30, 2006, by and among The Doe Run Resources Corporation, a New York corporation
(the "Company"), The Renco Group, Inc., a New York corporation (the "Parent"),
Regiment Capital Advisors, LLC, a limited liability company ("Regiment") and
Sowood Commodity Partners Fund LP, a limited partnership organized under the
laws of Delaware and Sowood Commodity Partners Fund III LP, a limited
partnership organized under the laws of Delaware (collectively, "Sowood"), and
the other Warrantholders set forth on the signature page hereto (together with
Regiment and Sowood, the "Participating Warrantholders").
WHEREAS the Parent is the beneficial owner of 100% of the
outstanding common stock, par value $0.10 per share, of the Company (the "Common
Stock");
WHEREAS each of the Participating Warrantholders individually own
warrants to purchase shares of Common Stock pursuant to the terms of a Warrant
Agreement dated as of October 29, 2002 between the Company and U.S. Bank
National Association (as successor to State Street Bank and Trust Company), as
Warrant Agent (the "Warrant Agreement") in such amounts as is set forth in
Schedule A hereto;
WHEREAS pursuant to the terms of the Warrant Agreement the holders
of outstanding Warrants, including the Participating Warrantholders, have the
right, upon the election by the Majority Warrantholders (as defined in the
Warrant Agreement) to require the Company to purchase all of the outstanding
Warrants (the "Warrant Put Option") and by letter dated July 31, 2006 such right
was exercised (the "Demand");
WHEREAS pursuant to an Indenture dated as of October 29, 2002 by and
among the Company, the guarantors named therein and U.S. Bank National
Association (as successor to State Street Bank and Trust Company), as trustee
(the "Indenture") the Company issued 11 3/4% Notes due 2008 (the "Notes") and,
as of October 31, 2005, $218,967,000 principal amount of the Notes was
outstanding;
WHEREAS the Parent and the Company are seeking to refinance the
Notes and in connection therewith are seeking the right to repurchase the
Warrants concurrently with the consummation of such refinancing;
WHEREAS the parties hereto acknowledge differing views as to the
value of the Warrants but recognize that the contemporaneous redemption of the
Notes and the repurchase of the Warrants is in the best interests of
shareholders, creditors, employees, customers and vendors of the Company;
WHEREAS on the terms and conditions set forth herein each of the
Participating Warrantholders is willing to grant the Company and the Parent the
right to purchase the Warrants held by such Warrantholder as of the date hereof
and enter into an amendment to the Warrant Agreement in the form attached hereto
as Exhibit A;
NOW THEREFORE, in consideration of the premises set forth above and
other good valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned agree as follows:
Section 1. Right to Purchase Warrants.
Subject to satisfaction of all conditions set forth herein, the
Company and the Parent shall each have the right (the "Purchase Right"), but not
the obligation, to purchase for cash from each of the Participating
Warrantholders the number of Warrants held by such Participating Warrantholders
as set forth in Schedule A at a per Warrant price of $62,036.54 (the "Warrant
Purchase Price"). Simultaneously with the execution of this Agreement, the
Warrant Agreement is being amended in the manner set forth in Exhibit A hereto
to reflect the agreements of the parties hereto (the "Warrant Agreement
Amendment").
Section 2. Exercise of Purchase Right.
The Purchase Right may be exercised by the Company or the Parent, in
whole but not in part, at any time after the date hereof and prior to February
16, 2007 (the "Purchase Right Expiration Date") so long as all conditions set
forth herein have been satisfied. If all conditions have been satisfied and the
Company or the Parent wishes to exercise the Purchase Right, the Company or the
Parent shall send a written notice to the Participating Warrantholders in
accordance with Section 8 hereof specifying the date (the "Closing Date," which
shall be not earlier than three (3) business days from the effective date of
such notice or later than the Purchase Right Expiration Date) and the time of
the closing of the purchase of the Warrants pursuant to the Purchase Right (the
"Closing"). The Closing shall occur at the offices of the Parent specified in
Section 8 hereof or such other location as shall be mutually agreed.
Section 3. Closing.
At the Closing, each Participating Warrantholder shall deliver the
Warrants held by such Participating Warrantholder as set forth in Schedule A
hereto free and clear of any lien or encumbrance, and the Company or the Parent
shall pay to each Participating Warrantholder by wire transfer of immediately
available funds the Warrant Purchase Price applicable to such Warrants. The
delivery of Warrants pursuant to this Section 3 shall be deemed a representation
and warranty by the delivering person that: (i) such person has full right,
title and interest in and to such security; (ii) such person has all necessary
power and authority and has taken all necessary action to sell such security as
contemplated; and (iii) such security is free and clear of any and all liens or
encumbrances.
Section 4. Representations and Warranties of the Parent and the Company.
The Parent and the Company (except as is noted in the first sentence
of Section 4.4 below) each represent to each Participating Warrantholder on the
date hereof as follows:
Section 4.1. Authority. The execution, delivery and performance by
each of the Parent and the Company of this Agreement and by the Company of the
Warrant Agreement Amendment, and the consummation by the Company and/or the
Parent of the transactions contemplated thereby, have been duly authorized by
each of the Parent and the Company in the case of this Agreement and by the
Company in the case of the Warrant Agreement Amendment. This Agreement has been
duly executed and delivered by each of the Parent and the Company and
constitutes the valid and binding obligation of each of the Parent and the
Company enforceable in accordance with its terms and the Warrant Agreement
Amendment has been duly executed
-2-
and delivered by the Company and constitute the valid and binding obligation of
the Company enforceable in accordance with its terms. The execution and
performance of the transactions contemplated by this Agreement and the Warrant
Agreement Amendment and compliance with their provisions by each of the Parent
(to the extent applicable) and the Company will not violate any provision of law
and will not conflict with or result in any breach of any of the terms,
conditions or provisions of, or constitute a default under, or require a consent
or waiver under, their respective articles of incorporation or bylaws (each as
amended to date) or any indenture, lease, agreement or other instrument to which
either the Parent or the Company is a party or by which either the Parent or the
Company or any of their respective properties is bound, or any decree, judgment,
order or statute, rule or regulation applicable to either the Parent or the
Company.
Section 4.2. Government Consents. No consent, approval, order or
authorization of, or regulation, qualification, designation, declaration or
filing with, any governmental authority is required on the part of either the
Parent or the Company in connection with the execution and delivery of this
Agreement or the Warrant Agreement Amendment or the transactions to be
consummated at the Closing as contemplated by this Agreement or the Warrant
Agreement Amendment.
Section 4.3. Litigation. There is no action, suit or proceeding, or
governmental inquiry or investigation, pending, or to the best of the knowledge
of the Parent and the Company, any basis therefore or threat thereof, against
either the Parent or the Company, which questions the validity of this Agreement
or the right of either the Parent or the Company to enter into it.
Section 4.4. Full Disclosure. The Company represents that, except as
set forth in Schedule 4.4 hereto and in the Company's Form 10-Q for the fiscal
quarter ended July 31, 2006, there has been no material change (adverse or
otherwise), nor any development or event involving a prospective material change
(adverse or otherwise) in the condition (financial or otherwise), business,
property, results of operations or prospects of the Company and its subsidiaries
taken as a whole since October 31, 2005. The Company is not currently in active
negotiations regarding any financings or other extraordinary transaction. The
Parent and the Company acknowledge that the Participating Warrantholders in
making their decision to grant the Purchase Right may rely upon the
representations and warranties of the Parent and the Company set forth herein.
Section 4.5. Best Price. Neither the Parent nor the Company nor any
affiliates thereof have entered into any arrangement (binding or otherwise) with
any other holder of Warrants pursuant to which such holders are receiving
consideration in excess on a per Warrant basis of the consideration being
received by the Participating Warrantholders under this Agreement.
Section 5. Representations and Warranties of the Participating
Warrantholders.
Each Participating Warrantholder represents to the Company and the
Parent on the date hereof as follows:
Section 5.1. Ownership. The Participating Warrantholder has full
right, title and interest in and to the number of Warrants set forth in Schedule
A free and clear of any and all liens or encumbrances.
-3-
Section 5.2. Authority. The execution, delivery and performance by
the Participating Warrantholder of this Agreement and of the Warrant Agreement
Amendment, and the consummation of the transactions contemplated thereby, have
been duly authorized by the Participating Warrantholder. This Agreement and the
Warrant Agreement Amendment have been duly executed and delivered by the
Participating Warrantholder and constitute the valid and binding obligation of
the Participating Warrantholder enforceable in accordance with their terms. The
execution and performance of the transactions contemplated by this Agreement and
the Warrant Agreement Amendment and compliance with their provisions by the
Participating Warrantholder will not violate any provision of law and will not
conflict with or result in any breach of any of the terms, conditions or
provisions of, or constitute a default under, or require a consent or waiver
under, the articles of incorporation or bylaws (each as amended to date) of the
Participating Warrantholder or any indenture, lease, agreement or other
instrument to which the Participating Warrantholder is party or by which the
Participating Warrantholder is bound, or any decree, judgment, order or statute,
rule or regulation applicable to the Participating Warrantholder.
Section 5.3. Government Consents. No consent, approval, order or
authorization of, or regulation, qualification, designation, declaration or
filing with, any governmental authority is required on the part of the
Participating Warrantholder in connection with the execution and delivery of
this Agreement or the Warrant Agreement Amendment or the transactions to be
consummated at the Closing as contemplated by this Agreement or the Warrant
Agreement Amendment.
Section 5.4. Litigation. There is no action, suit or proceeding, or
governmental inquiry or investigation, pending, or to the best of the knowledge
of the Participating Warrantholder, any basis therefore or threat thereof,
against the Participating Warrantholder, which questions the validity of this
Agreement or the right of either the Parent or the Company to enter into it.
Section 6. Conditions to the Obligations of the Participating Warrantholders.
The obligations of the Participating Warrantholders to deliver the
Warrants upon the exercise of the Purchase Right by the Company or the Parent
pursuant to the terms hereof is subject to the satisfaction of the following
conditions:
Section 6.1. Payment of Fees and Expenses. The Company or Renco
shall have (i) paid on the date of this Agreement a transaction fee in cash in
the aggregate amount of $2.0 million to Regiment and Sowood, which payment shall
be allocated by Regiment and Sowood in their sole discretion (the "Transaction
Fee"), (ii) reimbursed Regiment and Sowood on the date of this Agreement for all
of their respective out-of-pocket expenses (including fees and expenses of one
counsel and excluding fees and expenses of any financial advisor) relating to
the transactions contemplated by this Agreement ("Out-of-Pocket Expenses")
incurred prior to the date hereof and (iii) (a) reimbursed the Participating
Warrantholders on the Closing Date for all Out-of-Pocket Expenses incurred after
the date of this Agreement through the Closing Date or (b) if the Closing Date
shall not occur, the Parent and the Company covenant and agree to reimburse the
Participating Warrantholders for such Out-of-Pocket Expenses on the termination
or expiration of this Agreement; provided that in no event shall the aggregate
Out-of-Pocket Expenses
-4-
pursuant to clause (ii) and clause (iii)(b) exceed $150,000 and pursuant to
clause (ii) and (iii)(a) exceed $300,000.
Section 6.2. Accuracy of Representations and Warranties. The
representations and warranties of the Parent and the Company contained in
Section 4 hereof shall be true and correct in all material respects on the
Closing Date as if made on such date.
Section 6.3. Retirement of Notes. On or before the Closing Date, the
Company shall have redeemed, repurchased or otherwise acquired all of the
outstanding Notes at a purchase price of not less than 100% of the principal
amount thereof plus accrued interest thereon and all such Notes shall have been
delivered to the Trustee under the Indenture for cancellation and, to the extent
such redemption, repurchase or acquisition is funded in whole or in part from
the proceeds of a financing, no proceeds of such financing shall be distributed
directly or indirectly to any shareholder or affiliate of the Company other than
for the repayment of any accrued and unpaid fees owned by the Company to the
Parent pursuant to the terms of the amended Management Consultant Agreement
dated as of April 7, 1994 as amended March 12, 1998 (which amount was as of July
31, 2006, $8.5 million).
Section 6.4. No Injunction. There shall be no preliminary or
permanent injunction or other order, decree or ruling issued by a court of
competent jurisdiction or by a governmental, regulatory or administrative agency
or commission, nor any statute, rule, regulation, or order promulgated or
enacted by any governmental authority, prohibiting or otherwise restraining the
purchase of the Warrants pursuant to the exercise of the Purchase Right.
Section 7. Covenants of the Parent and the Company.
The Parent and the Company covenant and agree that:
Section 7.1. Delay in Exercising Call Option. Prior to the
expiration of the Purchase Right Expiration Date, the Parent and the Company
will not exercise the Call Option (as defined in the Warrant Agreement).
Section 8. Covenants of the Participating Warrantholders.
Each Participating Warrantholder severally covenant and agree that:
Section 8.1. Actions Relating to Notes. Prior to the Purchase Right
Expiration Date, each Participating Warrantholder that is a holder of Notes as
of the date hereof agrees that, as to such Notes, it shall not take any action
to accelerate the obligations thereunder as a result of any issues raised in the
letter dated September 8, 2006 from Regiment and Sowood to the Board of
Directors of the Company.
Section 8.2. Actions Relating to Warrants. Prior to the Purchase
Right Expiration Date, each Participating Warrantholder agrees not to sell,
transfer or otherwise assign any of the Warrants owned by such Participating
Warrantholder as set forth on Schedule A, except to a party who agrees to be
bound by the terms of this Agreement with respect to any Warrants so acquired
from a Participating Warrantholder.
-5-
Section 9. Miscellaneous.
Section 9.1. Effect. This Agreement does not, and shall not be
construed to, give rise to the creation of a partnership among any of the
parties hereto, or to constitute any of such parties members of a joint venture
or other association.
Section 9.2. Notices. Any notices and other communications required
or permitted in this Agreement shall be effective if in writing and (a)
delivered personally, or (b) sent (i) by a nationally recognized overnight
courier, or (ii) by registered mail, postage prepaid, in each case, addressed as
follows:
If to the Company, to it at:
0000 Xxxx 000 Xxxxx
Xxxxx 000
Xx. Xxxxx, XX 00000
Attn: Chief Executive Officer
with a copy to:
Cadwalader, Xxxxxxxxxx & Xxxx
Xxx Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
If to the Parent, to it at:
00 Xxxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Chief Executive Officer
with a copy to:
Cadwalader, Xxxxxxxxxx & Xxxx
Xxx Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
-6-
If to Regiment, to it at:
000 Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Attn: Xxx Xxxxxxxx
If to Sowood, to it at:
000 Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
If to a Participating Warrantholder (other than Regiment or
Sowood), to it at:
c/o Xxxxxx Xxxxxx & Xxxxxxx LLP
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxx
Unless otherwise specified herein, such notices or other
communications shall be deemed effective (a) on the date received, if personally
delivered, (b) two (2) business days after being sent by a nationally recognized
overnight courier, and (c) three (3) business days after being sent by
registered or certified mail. Each of the parties hereto shall be entitled to
specify a different address by giving notice as aforesaid to each of the other
parties hereto.
Section 9.3. Binding Effect, Etc. This Agreement constitutes the
entire agreement of the parties with respect to its subject matter, supersedes
all prior or contemporaneous oral or written agreements or discussions with
respect to such subject matter, and shall be binding upon and inure to the
benefit of the parties and their respective heirs, representatives, successors
and permitted assigns; provided, however, except to the extent expressly
provided herein (including Exhibit A hereto), the Warrant Agreement and the
Investor Rights Agreement dated as of October 29, 2002 by and among the Company,
DR Acquisition Corp., the Parent and the Warrant Agent shall remain in force and
effect.
Section 9.4. Descriptive Headings. The descriptive headings of this
Agreement are for convenience of reference only, are not to be considered a part
hereof, and shall not be construed to define or limit any of the terms or
provisions hereof.
Section 9.5. Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one instrument.
Section 9.6. Severability. In the event that any provision hereof
would, under applicable law, be invalid or unenforceable in any respect, such
provision shall be construed by modifying or limiting it so as to be valid and
enforceable to the maximum extent compatible with, and possible under,
applicable law. The provisions hereof are severable and in the event
-7-
any provision hereof should be held invalid or unenforceable in any respect, it
shall not invalidate, render unenforceable or otherwise affect any other
provision hereof.
Section 9.7. Remedies; Specific Performance. Each party hereto shall
have all remedies available at law, in equity or otherwise, in the event of any
breach or violation of this Agreement or any default hereunder by any other
party. The parties acknowledge and agree that in the event of any breach of this
Agreement, in addition to any other remedies which may be available, each of the
parties hereto shall be entitled to specific performance of the obligations of
the other parties hereto and, in addition, to such other equitable remedies
(including, without limitation, preliminary or temporary relief) as may be
appropriate in the circumstances. The Parent and the Company acknowledges that
no Participating Warrantholder shall have liability hereunder in the event of
any breach or violation of this Agreement or any default hereunder by any other
Participating Warrantholder, except that, if such breach, violation or default
prevents the Closing of the transactions contemplated hereby, Regiment and
Sowood shall be responsible for the repayment of the Transaction Fee.
Section 9.8. Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic substantive laws of the State of New
York, without giving effect to any choice or conflict of laws provision or rule
that would cause the application of the domestic substantive laws of any other
jurisdiction.
-8-
IN WITNESS WHEREOF, each of the undersigned has duly executed this
Agreement (or caused this Agreement to be executed on its behalf by its officers
or representatives thereunder duly authorized) as of the date first above
written.
THE DOE RUN RESOURCES CORPORATION
By: /s/ A. Xxxxx Xxxx
--------------------------------------
Name: A. Xxxxx Xxxx
Title: President & CEO
THE RENCO GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President - Law
REGIMENT CAPITAL, LTD
By: Regiment Capital Management, LLC
as its Investment Advisor
By: Regiment Capital Advisors, LP its
Manager and pursuant to delegated
authority
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
PRESIDENT & FELLOWS OF HARVARD
COLLEGE
By: Regiment Capital Management, LLC
as its Investment Advisor
By: Regiment Capital Advisors, LP
its Manager and pursuant to delegated
authority
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
SOWOOD COMMODITY PARTNERS
FUND LP
By: /s/ Xxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Member
SOWOOD COMMODITY PARTNERS
FUND III LP
By: /s/ Xxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Member
JEFCO (Nominee name of Xxxxxxxxx &
Company, Inc.), the Registered Holder
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Xxxxxxxxx & Company, Inc.
Warrants Held:
---------------------------
Xxxxxxxxx & Company, Inc., the Registered
Holder
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Xxxxxxxxx & Company, Inc.
Warrants Held:
---------------------------
TCW LINC III CBO Ltd.
By: TCW Investment Management Company
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
ARIEL CBO, LIMITED
By: RiverSource Investments, LLC
Its: Authorized Signatory
By: /s/ Xxx Xxxxxxxxxx
--------------------------------------
Name: Xxx Xxxxxxxxxx
Title: Vice President, Asset Liability
Management
XXXXXXX CBO, LIMITED
By: RiverSource Investments, LLC
Its: Authorized Signatory
By: /s/ Xxx Xxxxxxxxxx
--------------------------------------
Name: Xxx Xxxxxxxxxx
Title: Vice President, Asset Liability
Management
CEDAR CBO, LIMITED
By: RiverSource Investments, LLC
Its: Authorized Signatory
By: /s/ Xxx Xxxxxxxxxx
--------------------------------------
Name: Xxx Xxxxxxxxxx
Title: Vice President, Asset Liability
Management
CENTURION CDO I, LIMITED
By: RiverSource Investments, LLC
Its: Authorized Signatory
By: /s/ Xxx Xxxxxxxxxx
--------------------------------------
Name: Xxx Xxxxxxxxxx
Title: Vice President, Asset Liability
Management
CENTENNIAL CBO, LIMITED
By: RiverSource Investments, LLC
Its: Authorized Signatory
By: /s/ Xxx Xxxxxxxxxx
--------------------------------------
Name: Xxx Xxxxxxxxxx
Title: Vice President, Asset Liability
Management
PIMCO via Royalton, Nantucked, Delano,
& Bedford
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
ALLIANCE CAPITAL FUNDING LLC
By: AllianceBernstein LP, as investment
advisor
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
STELLAR FUNDING, LTD.
By: Guggenheim Investment Management,
LLC, as Manager
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Title: Director
XXX XXXXXX INCOME TRUST
By: /s/ Xxx Xxxx XxXxxxx
--------------------------------------
Name: Xxx Xxxx XxXxxxx
Title: Assistant Secretary
XXX XXXXXX HIGH INCOME FUND
By: /s/ Xxx Xxxx XxXxxxx
--------------------------------------
Name: Xxx Xxxx XxXxxxx
Title: Assistant Secretary
XXX XXXXXX HIGH INCOME TRUST II
By: /s/ Xxx Xxxx XxXxxxx
--------------------------------------
Name: Xxx Xxxx XxXxxxx
Title: Assistant Secretary
