EX-4.7






Exhibit 4.7



 


RIGHT OF FIRST REFUSAL AGREEMENT




by and among




TRIDENT RESOURCES CORP.,




TRIDENT EXPLORATION CORP.,




and




THE INVESTORS NAMED HEREIN




Dated as of August 20, 2007




 

 









 








Table of Contents




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	SECTION 1. GENERAL	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1.1	 	 	Definitions
	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 2. RIGHTS OF FIRST REFUSAL	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	2.1	 	 	Subsequent Offerings
	 	 	2	 
	 

	 	 	2.2	 	 	Termination of Rights of First Refusal
	 	 	4	 
	 

	 	 	2.3	 	 	Assignment of Rights of First Refusal
	 	 	4	 
	 

	 	 	2.4	 	 	Excluded Equity Securities
	 	 	4	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 3. AMENDMENTS TO PREFERRED STOCK WARRANTS	 	 	5	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.1	 	 	Investor Approval Required
	 	 	5	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 4. MISCELLANEOUS	 	 	5	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.1	 	 	Governing Law
	 	 	5	 
	 

	 	 	4.2	 	 	Successors and Assigns
	 	 	5	 
	 

	 	 	4.3	 	 	Entire Agreement
	 	 	5	 
	 

	 	 	4.4	 	 	Severability
	 	 	6	 
	 

	 	 	4.5	 	 	Amendment and Waiver
	 	 	6	 
	 

	 	 	4.6	 	 	Delays or Omissions
	 	 	6	 
	 

	 	 	4.7	 	 	Notices
	 	 	6	 
	 

	 	 	4.8	 	 	Attorneys’ Fees
	 	 	6	 
	 

	 	 	4.9	 	 	Titles and Subtitles
	 	 	7	 
	 

	 	 	4.10	 	 	Additional Investors
	 	 	7	 
	 

	 	 	4.11	 	 	Counterparts
	 	 	7	 
	 

	 	 	4.12	 	 	Pronouns
	 	 	7	 







 









 








TRIDENT RESOURCES CORP.




TRIDENT EXPLORATION CORP.




RIGHT OF FIRST REFUSAL AGREEMENT




     This Right Of First Refusal Agreement (the “Agreement”) is entered into as of the
20th day of August, 2007, by and among Trident Resources Corp., a Delaware corporation
(the “Company”), Trident Exploration Corp., a Nova Scotia unlimited liability company
(“TEC”), and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors”
and each individually as an “Investor.”



Recitals




     Whereas, certain of the Investors are making subordinated, unsecured loans (“Loans”)
to the Company pursuant to that certain TRC Subordinated Loan Agreement (as amended from time to
time, the “Loan Agreement”) of even date herewith (the “Financing”);



     Whereas, certain of the Investors are holders of indebtedness of the Company (the
“TRC Lenders”) evidenced by that Credit Agreement, originally dated as of November 24, 2006 among
the Company, Credit Suisse, Toronto Branch, and the other parties thereto (as amended from time to
time, the “TRC Credit Facility”);



     Whereas, the obligations in the Loan Agreement are conditioned upon the execution and
delivery of this Agreement by such Investors and the Company;



     Whereas, the consent of the TRC Lenders to the Financing required under the TRC
Credit Facility, is conditioned upon, among other things, (i) the execution and delivery of this
Agreement by such Investors (in their capacity as TRC Lenders) and the Company and (ii) the
issuance by the Company to the TRC Lenders of warrants to purchase an aggregate amount of 1,737,293
shares of the Company’s common stock (subject to adjustment in accordance with the terms thereof,
the “New TRC Lender Warrants”); and



     Whereas, in connection with the consummation of the Financing, the Company and the
Investors have agreed to the rights as set forth below.



     Now, Therefore, in consideration of these premises and for other good and valid
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



SECTION 1. GENERAL.



     1.1 Definitions. As used in this Agreement the following terms shall have the following respective
meanings:



          (a) “Common Stock” means shares of the Company’s common stock, par value $0.0001 per share.





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          (b) “Preferred Stock” means, collectively, shares of the Company’s Series A Cumulative
Preferred Stock and Series B Cumulative Preferred Stock, together with the warrant issued as a part
of a unit in connection therewith.




          (c) “Warrants” shall mean (i) those certain warrants to purchase Common Stock held by the
Investors listed on Exhibit A hereto, each dated August 20, 2007 and (ii) any warrants issued in
exchange for or in replacement of, such securities, including, without limitation, to an Investor
who makes Loans to the Company on the Syndication Completion Date (as such term is defined in the
Loan Agreement).




          (d) “Warrant Securities” means (i) Common Stock of the Company issuable or issued upon
exercise of the Warrants and (ii) any Common Stock of the Company issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is issued as) a dividend or
other distribution with respect to, or in exchange for or in replacement of, the securities
described in clause (i) hereof.




          (e) “Warrant Securities then outstanding” shall be the number of shares of the Company’s
Common Stock that (i) are then issued and outstanding as a result of the exercise of Warrant
Securities or (ii) are issuable pursuant to then exercisable Warrant Securities.




SECTION 2. RIGHTS OF FIRST REFUSAL.




     2.1 Subsequent Offerings. In the event the Company or TEC shall sell or issue any Covered Equity
Securities (as defined below), each Investor who represents to the Company or TEC, as applicable,
that it is an “accredited investor” within the meaning of Regulation D promulgated under the
Securities Act of 1933, as amended (the “Act”) or the analogous law in a non-U.S. jurisdiction (a
“Qualifying Investor”) shall have the right to purchase for its pro rota share (as calculated
below) of such Covered Equity Securities on the same terms and conditions as such Equity Securities
are being offered and sold, such purchase being conditioned upon the actual sale of such Covered
Equity Securities. Subject to compliance with applicable securities laws, an Investor shall be
entitled to apportion the right of first refusal hereby granted to it among itself and its
affiliates (defined to be, with respect to any person, another person that directly or indirectly
controls, or is controlled by, or is under common control with such person) in such proportions as
it deems appropriate. No later than 30 days prior to the contemplated date such Covered Equity
Securities are to be sold, the Company or TEC, as applicable, shall deliver a written notice (the
“Offer Notice”) to each Qualifying Investor, which Offer Notice shall set forth (i) the terms of
the proposed sale or issuance (including a description of such Covered Equity Securities, the price
and the terms and conditions upon which the Company or TEC, as applicable, proposes to issue the
same), and (ii) the contemplated date such Covered Equity Securities are to be sold. Each
Qualifying Investor shall have 20 days from the delivery of the Offer Notice to elect to exercise
the rights granted pursuant to this Section 2.1 by providing written notice to the Company or TEC,
as applicable, setting forth the amount of Covered Equity Securities (up to such Qualifying Investor’s
pro rata share, as calculated below) it is electing to purchase, which written notice shall
constitute an irrevocable obligation of such electing Qualifying Investor to purchase the Covered
Equity Securities specified in its notice, provided the referenced sale takes place no
later than 90 days after the contemplated sale date specified in the Offer Notice. If no such
written notice is received by the Company or TEC, as applicable,



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prior to the expiration of such
20-day period, such Qualifying Investor’s rights pursuant to this Section 2.1 shall have been
waived for that, but only for that, transaction, provided the referenced sale takes place
no later than 90 days after the contemplated sale date specified in the Offer Notice. Any such
Covered Equity Securities sold by the Company or TEC, as applicable, after such 90-day period must
be reoffered to the Qualifying Investors pursuant to this Section 2.1.




     Each Qualifying Investor’s “pro rota share” of Covered Equity Securities being offered in a
sale pursuant to Section 2.1 shall be calculated as follows:



     Investor’s % x Covered Equity Securities = pro rata share



	 	 	 	 	 
	Where:

	 	“Investor’s %” =
	 	a fraction (expressed as a percentage), (x)
the numerator of which is the number of
Warrant Securities held by such Qualifying
Investor and (y) the denominator of which is
equal to the number, as of the date of an
Offer Notice (as such term is defined below),
of the Effectively Outstanding Common Equity.
	 
	 	 	 	 
	     “Effectively Outstanding Common
Equity”
	 	means at any time the sum of the
number of shares of outstanding
Common Stock and outstanding
Preferred Stock and shares of Common
Stock issuable upon exercise of
Warrants, provided that, except in
the case of Warrants, shares of
Common Stock or Preferred Stock
issuable upon the exercise of
options, warrants, securities
convertible into such capital stock
and other rights to acquire such
capital stock shall not constitute
outstanding shares of Common Stock
or Preferred Stock for purposes of
calculating the foregoing until they
are issued.
	 
	 	 	 	 
	     “Equity Securities”
	 	means (w) any Common Stock,
Preferred Stock or other shares of
capital stock of the Company or TEC,
(x) any security convertible into or
exercisable or exchangeable for,
with or without consideration, any
Common Stock, Preferred Stock or
other shares of capital stock
(including any option to purchase
such a convertible security) of the
Company or TEC, (y) any security
carrying any option, warrant or
right to subscribe to or purchase
any Common Stock, Preferred Stock or
other shares of capital stock of the
Company of TEC, or (z) any other
option, warrant or right to
subscribe to or purchase any Common
Stock, Preferred Stock or other
shares of capital stock of the
Company of TEC.






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	     “Covered Equity Securities”
	 	means Equity Securities other than
Excluded Equity Securities (as
defined in Section 2.4 below).






     Notwithstanding the forgoing, the Company or TEC, as applicable, may elect to issue additional
Equity Securities of the same class and with all of the same rights and preferences as the Covered
Equity Securities (the “Additional Identical Securities”) to the Qualifying Investors by setting
forth such election in the Offer Notice. If the Company or TEC, as applicable, makes such
election, the number of Additional Identical Securities each Qualifying Investor shall have the
right to purchase shall be calculated as follows:



	 	 	 
	Investor’s %

	 	x Covered Equity Securities = # of Additional Equity Securities
	(1
- Investor’s %)
	 	 






     2.2 Termination of Rights of First Refusal. The rights granted pursuant to Section 2.1 shall not
apply to, and shall terminate upon the first to occur of (i) a Change of Control as such term is
defined in the Certificates of Designation of the Preferred Stock and (ii) the closing of the
issuance by the Company of its Common Stock, or TEC of its common stock, in an underwritten primary
public offering (other than a public offering pursuant to a registration statement on Form S-8)
pursuant to an effective registration statement filed with the Securities and Exchange Commission
in accordance with the Act (whether alone or in connection with a secondary public offering) in
which the aggregate amount of net proceeds received by the Borrower or TEC exceeds $100,000,000 (a
“Qualified IPO”); provided however, that for the sake of clarity, the rights granted pursuant to
Section 2.1 shall apply to Equity Securities issued in a Qualified IPO, but not after the closing
of such Qualified IPO (whereupon such rights terminate as provided in this Section 2.2).



     2.3 Assignment of Rights of First Refusal. Each Investor agrees that it may not and will not assign its rights hereunder except in
connection with a transfer or assignment of any Warrants held by it, whereupon the rights of first
refusal of such Investor under this Section 2 shall be transferred to the same parties that the
Warrants are assigned to, subject to the same restrictions as any assignment of rights pursuant to
the Warrants.



     2.4 Excluded Equity Securities. The rights established by this Section 2 shall not apply to the
issuance of any of the following Equity Securities (the “Excluded Equity Securities”):



          (a) Equity Securities issued pursuant to any rights or agreements, options, warrants or
convertible securities (or rights to subscribe therefor) outstanding on the date of this Agreement,
including, for certainty, the New TRC Lender Warrants and Common Stock issuable to redeem, or in
payment of dividends on, the shares of Preferred Stock;




          (b) Equity Securities issued in connection with a bona fide business acquisition by the
Company in which the Company is the surviving entity, whether by merger, consolidation, purchase of
assets, exchange of stock, or otherwise;



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          (c) shares of or options to purchase shares of (including shares issuable upon exercise of
such options), Common Stock or common shares of TEC issued to directors, employees or consultants
of the Company or TEC (subject to customary adjustments for stock splits, subdivisions and the like
in an aggregate amount not to exceed 10% of the issued and outstanding Common Stock or common
shares);




          (d) Common Stock issued under the Exchange Rights Agreement dated December 4, 2003 among the
Company, TEC and the other parties thereto, as amended, supplemented or restated from time to time;




          (e) Equity Securities issued in a Change of Control transaction; and




          (f) Equity Securities issuable upon the exercise or conversion of (i) a Covered Equity
Security that at issuance was subjected to the rights established by this Section 2 (whether or not
such rights were exercised by any or all Qualified Investors) and (ii) any Excluded Equity
Security.




SECTION 3. AMENDMENTS TO PREFERRED STOCK WARRANTS.




     3.1 Investor Approval Required. The Company shall not amend, modify, change or otherwise alter any
provision of the warrants issued as part of a unit together with the Preferred Stock without the
written consent of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the
Warrant Securities then outstanding.



SECTION 4. MISCELLANEOUS.




     4.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of
Delaware without regard to choice of laws or conflict of laws provisions thereof.



     4.2 Successors and Assigns. Except as otherwise expressly provided herein, and subject in all
cases to the restrictions on assignment set forth in Section 2.4, the provisions hereof shall inure
to the benefit of, and be binding upon, the parties hereto and their respective successors,
assigns, heirs, executors, and administrators and shall inure to the benefit of and be enforceable
by each person who shall be a holder of Warrant Securities or an Investor from time to time;
provided, however, that prior to the receipt by the Company of adequate written notice of the
transfer of any Warrant Securities or Warrants specifying the full name and address of the
transferee, the Company may deem and treat the person listed as the holder of such securities in
its records as the absolute owner and holder of such securities for all purposes.



     4.3 Entire Agreement. This Agreement, the Exhibits and Schedules hereto, the Warrants, the Loan
Agreement and the other documents delivered pursuant thereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects hereof and thereof and
no party shall be liable or bound to any other in any manner by any oral or written
representations, warranties, covenants and agreements except as specifically set forth herein and
therein. Each party expressly represents and warrants that it is not relying on any oral or
written representations, warranties, covenants or agreements outside of this Agreement.



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     4.4 Severability. In the event one or more of the provisions of this Agreement should, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provisions of this Agreement, and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.



     4.5 Amendment and Waiver.



          (a) Except as otherwise expressly provided, this Agreement may be amended or modified only
upon the written consent of the Company and the holders of at least sixty-six and two-thirds
percent (66 2/3%) of the Warrant Securities then outstanding.




          (b) Except as otherwise expressly provided, the obligations of the Company and the rights of
an Investor under this Agreement may be waived only with the written consent
of the Company and such Investor, and such waiver shall only be effective to waive such
Investor’s rights, and not the right of any other Investor hereunder.




          (c) For the purposes of determining the number of Investors entitled to vote or exercise any
rights hereunder, the Company shall be entitled to rely solely on the list of record holders of its
stock as maintained by or on behalf of the Company.




     4.6 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power, or
remedy-accruing to any party, upon any breach, default or noncompliance by another party under this
Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver
of any such breach, default or noncompliance, or any acquiescence therein, or of any similar
breach, default or noncompliance thereafter occurring. It is further agreed that any waiver,
permit, consent, or approval of any kind or character on any party’s part of any breach, default or
noncompliance under the Agreement or any waiver on such party’s part of any provisions or
conditions of this Agreement must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this Agreement, by law, or
otherwise afforded to any party, shall be cumulative and not alternative.



     4.7 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by
confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if
not, then on the next business day, (c) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with written verification of
receipt. All communications shall be sent to the party to be notified at the address as set forth
on the signature pages hereof or Exhibit A hereto or at such other address or electronic mail
address as such party may designate by ten (10) days advance written notice to the other parties
hereto.



     4.8 Attorneys’ Fees. In the event that any suit or action is instituted under or in relation to
this Agreement, including without limitation to enforce any provision in this Agreement, the
prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with respect



-6-









 




to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and
accountants, which shall include, without limitation, all fees, costs and expenses of appeals.




     4.9 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for
convenience of reference only and are not to be considered in construing this Agreement.



     4.10 Additional Investors. Notwithstanding anything to the contrary contained herein, if (a) an Investor shall assign all
or a portion of its rights wider its Warrant in accordance with the terms thereof or (b) the
Company issues new Warrants in exchange for or in replacement of Warrants initially issued to the
Investors on the date hereof, such assignee (in the case of the immediately preceding clause (a))
or such subsequent holder (in the case of the immediately preceding clause (b)) shall become a
party to this Agreement only upon its execution and delivery of an additional counterpart signature
page to this Agreement and shall be deemed an “Investor,” and a party hereunder.



     4.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.



     4.12 Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer
to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto
may require.



[THIS SPACE INTENTIONALLY LEFT BLANK]




-7-









 





     In Witness Whereof, the parties hereto have executed this Right Of First Refusal
Agreement as of the date set forth in the first paragraph hereof.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	TRIDENT RESOURCES CORP.	 	TRIDENT EXPLORATION CORP.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Paul K. O’Donoghue
	 	By:
	 	/s/ Paul K. O’Donoghue	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Paul K. O’Donoghue	 	Name:	 	Paul K. O’Donoghue	 	 
	Title:

	 	Vice President	 	Title:	 	Vice President	 	 






[Signature Page To Right of First Refusal Agreement]




 









 







	 	 	 	 	 
	ARBITER PARTNERS, L.P.	 	 
	 
	 	 	 	 
	By:

	 	Broken Clock Management,

General Partner	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Paul J. Isaac
 

Paul J. Isaac
	 	 
	Title:

	 	Managing Member	 	 
	 
	 	 	 	 
	PAUL J. ISSAAC	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Paul J. Isaac
 

Paul J. Isaac
	 	 
	Title:

	 		 	 





[Signature Page To Right of First Refusal Agreement]





 












 





	 	 	 	 	 
	CHILTON INTERNATIONAL L.P.	 	 
	 
	 	 	 	 
	By:

	 	Chilton Investment Company, LLC,	 	 
	 

	 	General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Norman B. Champ III	 	 
	 

	 	 	 	 
	Name:

	 	Norman B. Champ III	 	 
	Title:

	 	Executive Vice President	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	CHILTON QP INVESTMENT PARTNERS L.P.	 	 
	 
	 	 	 	 
	By:

	 	Chilton Investment Company, LLC,	 	 
	 

	 	General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Norman B. Champ III	 	 
	 

	 	 	 	 
	Name:

	 	Norman B. Champ III	 	 
	Title:

	 	Executive Vice President	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	CHILTON GLOBAL NATURAL

RESOURCES PARTNERS, L.P.	 	 
	 
	 	 	 	 
	By:

	 	Chilton Investment Company, LLC,	 	 
	 

	 	General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Norman B. Champ III	 	 
	 

	 	 	 	 
	Name:

	 	Norman B. Champ III	 	 
	Title:

	 	Executive Vice President	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	CHILTON INVESTMENT PARTNERS L.P.	 	 
	 
	 	 	 	 
	By:

	 	Chilton Investment Company, LLC,	 	 
	 

	 	General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Norman B. Champ III	 	 
	 

	 	 	 	 
	Name:

	 	Norman B. Champ III	 	 
	Title:

	 	 Executive Vice President	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	CHILTON OPPORTUNITY TRUST L.P.	 	 
	 
	 	 	 	 
	By:

	 	Chilton Investment Company, LLC,	 	 
	 

	 	General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Norman B. Champ III	 	 
	 

	 	 	 	 
	Name:

	 	Norman B. Champ III	 	 
	Title:

	 	Executive Vice President	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	CHILTON OPPORTUNITY INTERNATIONAL L.P.	 	 
	 
	 	 	 	 
	By:

	 	Chilton Investment Company, LLC,	 	 
	 

	 	General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Norman B. Champ III	 	 
	 

	 	 	 	 
	Name:

	 	Norman B. Champ III	 	 
	Title:

	 	Executive Vice President	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	CHILTON GLOBAL PARTNERS L.P.	 	 
	 
	 	 	 	 
	By:

	 	Chilton Investment Company, LLC,	 	 
	 

	 	General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Norman B. Champ III	 	 
	 

	 	 	 	 
	Name:

	 	Norman B. Champ III	 	 
	Title:

	 	Executive Vice President	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	CHILTON GLOBAL DISTRESSED

OPPORTUNITIES MASTER FUND, L.P.	 	 
	 
	 	 	 	 
	By:

	 	Chilton Investment Company, LLC,	 	 
	 

	 	General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Norman B. Champ III	 	 
	 

	 	 	 	 
	Name:

	 	Norman B. Champ III	 	 
	Title:

	 	Executive Vice President	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	JENNISON NATURAL RESOURCES
FUND, INC.	 	 
	 
	 	 	 	 
	By:

	 	Jennison Associates LLC, as its	 	 
	 

	 	Investment Manager	 	 
	 
	 	 	 	 
	By:

	 	/s/ David A. Kiefer	 	 
	 

	 	 	 	 
	Name:

	 	David A. Kiefer	 	 
	Title:

	 	Portfolio Manager and Managing Director	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	JENNISON VALUE FUND	 	 
	 
	 	 	 	 
	By:

	 	Jennison Associates LLC, as its	 	 
	 

	 	Investment Manager	 	 
	 
	 	 	 	 
	By:

	 	/s/ David A. Kiefer	 	 
	 

	 	 	 	 
	Name:

	 	David A. Kiefer	 	 
	Title:

	 	Portfolio Manager and Managing Director	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	NATURAL RESOURCES PORTFOLIO 

OF THE PRUDENTIAL SERIES FUND	 	 
	 
	 	 	 	 
	By:

	 	Jennison Associates LLC, as its	 	 
	 

	 	Investment Manager	 	 
	 
	 	 	 	 
	By:

	 	/s/ David A. Kiefer	 	 
	 

	 	 	 	 
	Name:

	 	David A. Kiefer	 	 
	Title:

	 	Portfolio Manager and Managing Director	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	VALUE PORTFOLIO OF THE 

PRUDENTIAL SERIES FUND	 	 
	 
	By:

	 	Jennison Associates LLC, as its	 	 
	 

	 	Investment Manager	 	 
	 
	 	 	 	 
	By:

	 	/s/ David A. Kiefer	 	 
	 

	 	 	 	 
	Name:

	 	David A. Kiefer	 	 
	Title:

	 	Portfolio Manager and Managing Director	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	THE PRUDENTIAL VARIABLE 

CONTRACT ACCOUNT – 2	 	 
	 
	 	 	 	 
	By:

	 	Jennison Associates LLC, as its	 	 
	 

	 	Investment Manager	 	 
	 
	 	 	 	 
	By:

	 	/s/ David A. Kiefer	 	 
	 

	 	 	 	 
	Name:

	 	David A. Kiefer	 	 
	Title:

	 	Portfolio Manager and Managing Director	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	THE PRUDENTIAL VARIABLE 

CONTRACT ACCOUNT – 10	 	 
	 
	 	 	 	 
	By:

	 	Jennison Associates LLC, as its	 	 
	 

	 	Investment Manager	 	 
	 
	 	 	 	 
	By:

	 	/s/ David A. Kiefer	 	 
	 

	 	 	 	 
	Name:

	 	David A. Kiefer	 	 
	Title:

	 	Portfolio Manager and Managing Director	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	JENNISON UTILITY FUND OF THE

JENNISON SECTOR FUNDS, INC.	 	 
	 
	 	 	 	 
	By:

	 	Jennison Associates LLC, as its	 	 
	 

	 	Investment Manager	 	 
	 
	 	 	 	 
	By:

	 	/s/ Shaun Hong	 	 
	 

	 	 	 	 
	Name:

	 	Shaun Hong	 	 
	Title:

	 	Portfolio Manager and Managing Director	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	ALEXANDRA GLOBAL MASTER FUND LTD.	 	 
	 
	 	 	 	 
	By:

	 	Alexandra Investment Management, LLC	 	 
	 

	 	(as Investment Advisor)	 	 
	 
	 	 	 	 
	By:

	 	/s/ Mikhail Filimonov	 	 
	 

	 	 	 	 
	Name:

	 	Mikhail Filimonov	 	 
	Title:

	 	Chairman and Chief Executive Officer	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	ANCHORAGE CAPITAL MASTER OFFSHORE, LTD.	 	 
	 
	 	 	 	 
	By:

	 	/s/	 	 
	 

	 	 	 	 
	Name:

	 	Authorized Signatory	 	 
	Title:
	 	 	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	ARBITER PARTNERS, LP	 	 
	 
	 	 	 	 
	By:

	 	/s/ Paul J. Isaac	 	 
	 

	 	 	 	 
	Name:

	 	 Paul J. Isaac	 	 
	Title:

	 	Manager	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	DEEPHAVEN EVENT TRADING LTD.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jeffrey Golbus	 	 
	 

	 	 	 	 
	Name:

	 	Jeffrey Golbus	 	 
	Title:

	 	Assistant Portfolio Manager	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	DEEPHAVEN DISTRESSED OPPORTUNITIES TRADING LTD.	 
	 
	 	 	 	 
	By:

	 	/s/ Jeffrey Golbus	 	 
	 

	 	 	 	 
	Name:

	 	Jeffrey Golbus	 	 
	Title:

	 	Portfolio Manager	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	DEEPHAVEN GLOBAL VALUE PARTNERS TRADING LTD.
	 
	 	 	 	 
	By:

	 	/s/ Jeffrey Golbus	 	 
	 

	 	 	 	 
	Name:

	 	Jeffrey Golbus	 	 
	Title:

	 	Portfolio Manager	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	FARALLON CAPITAL PARTNERS, L.P.

FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.

FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.

FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.

TINICUM PARTNERS, L.P.

FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.

	 
	 	 	 	 
	By:

	 	Farallon Partners, L.L.C.

Their General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Gregory S. Swart	 	 
	 

	 	 	 	 
	Name:

	 	Gregory S. Swart, Managing Member	 	 
	 
	 	 	 	 
	FARALLON CAPITAL OFFSHORE INVESTORS, INC.	 	 
	 
	 	 	 	 
	By:

	 	Farallon Capital Management, L.L.C.	 	 
	 

	 	Its Agent and Attorney-in-Fact	 	 
	 
	 	 	 	 
	By:

	 	/s/ Gregory S. Swart	 	 
	 

	 	 	 	 
	Name:

	 	Gregory S. Swart, Managing Member	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	HIGHLAND FLOATING RATE ADVANTAGE FUND	 	 
	 
	 	 	 	 
	By:

	 	/s/ M. Jason Blackburn	 	 
	 

	 	 	 	 
	Name:

	 	M. Jason Blackburn, Treasurer	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	FERNWOOD ASSOCIATES LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Robert Gaviglio	 	 
	 

	 	 	 	 
	Name:

	 	 Robert Gaviglio	 	 
	Title:

	 	Vice President	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	FERNWOOD FOUNDATION FUND LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Robert Gaviglio	 	 
	 

	 	 	 	 
	Name:

	 	 Robert Gaviglio	 	 
	Title:

	 	Vice President	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	FERNWOOD RESTRUCTURINGS LIMITED	 	 
	 
	 	 	 	 
	By:

	 	/s/ Robert Gaviglio	 	 
	 

	 	 	 	 
	Name:

	 	 Robert Gaviglio	 	 
	Title:

	 	Vice President	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	KAMUNTING STREET MASTER FUND, LTD	 	 
	 
	 	 	 	 
	By:

	 	/s/	 	 
	 

	 	 	 	 
	Name:

	 	 Authorized Signatory	 	 
	Title:

	 	Controller	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	LATIGO MASTER FUND, LTD.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Paul Malik	 	 
	 

	 	 	 	 
	Name:

	 	 Paul Malik	 	 
	Title:

	 	Authorized Signatory	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	MORGAN STANLEY & CO. INCORPORATED	 	 
	 
	 	 	 	 
	By:

	 	/s/	 	 
	 

	 	 	 	 
	Name:

	 	 Authorized Signatory	 	 
	Title:

	 	
	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
	 
	 	 	 	 
	By:

	 	/s/ Jerome Baier	 	 
	 

	 	 	 	 
	Name:

	 	Jerome Baier	 	 
	Title:

	 	Authorized Representative	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	SIGMA CAPITAL ASSOCIATES, LLC	 	 
	 
	 	 	 	 
	By:

	 	Sigma Capital Management, LLC	 	 
	 

	 	Its Agent and Attorney in Fact	 	 
	 
	 	 	 	 
	By:

	 	/s/ Peter A. Nussbaum	 	 
	 

	 	 	 	 
	Name:

	 	Peter A. Nussbaum	 	 
	Title:

	 	Authorized Signatory	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	STONEHILL INSTITUTIONAL PARTNERS, L.P.	 	 
	 
	 	 	 	 
	By:

	 	Stonehill Capital Management LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Wayne Teetsel	 	 
	 

	 	 	 	 
	Name:

	 	Wayne Teetsel	 	 
	Title:

	 	Managing Member	 	 






[Signature Page To Right of First Refusal Agreement]





 












 





	 	 	 	 	 
	STONEHILL OFFSHORE PARTNERS LTD	 	 
	 
	 	 	 	 
	By:

	 	Stonehill Capital Management LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Wayne Teetsel	 	 
	 

	 	 	 	 
	Name:

	 	Wayne Teetsel	 	 
	Title:

	 	Managing Member	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	WELLPOINT, INC.	 	 
	 
	 	 	 	 
	By:

	 	Whippoorwill Associates, Inc.	 	 
	 

	 	Its Agent and Authorized Signatory	 	 
	 
	 	 	 	 
	By:

	 	/s/ Steven K. Gendal	 	 
	 

	 	 	 	 
	Name:

	 	Steven K. Gendal	 	 
	Title:

	 	Principal	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	PRESIDENT & FELLOWS OF HARVARD COLLEGE	 	 
	 
	 	 	 	 
	By:

	 	Whippoorwill Associates, Inc.	 	 
	 

	 	Its Agent and Authorized Signatory	 	 
	 
	 	 	 	 
	By:

	 	/s/ Steven K. Gendal	 	 
	 

	 	 	 	 
	Name:

	 	Steven K. Gendal	 	 
	Title:

	 	Principal	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	PRESIDENT & FELLOWS OF HARVARD COLLEGE	 	 
	(REF. HARVARD SPECIAL SITUATIONS ACCOUNT)	 	 
	 
	 	 	 	 
	By:

	 	Whippoorwill Associates, Inc.	 	 
	 

	 	Its Agent and Authorized Signatory	 	 
	 
	 	 	 	 
	By:

	 	/s/ Steven K. Gendal	 	 
	 

	 	 	 	 
	Name:

	 	Steven K. Gendal	 	 
	Title:

	 	Principal	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	WHIPPOORWILL ASSOCIATES, INC., PROFIT SHARING PLAN
	 
	 	 	 	 
	By:

	 	/s/ Steven K. Gendal	 	 
	 

	 	 	 	 
	Name:	 	Steven K. Gendal, Trustee of the Whippoorwill Associates Profit Sharing Plan






[Signature Page To Right of First Refusal Agreement]




 









 







	 	 	 	 	 
	WHIPPOORWILL DISTRESSED OPPORTUNITY FUND, L.P.
	 
	 	 	 	 
	By:

	 	Whippoorwill Associates, Inc.	 	 
	 

	 	Its Agent and Authorized Signatory	 	 
	 
	 	 	 	 
	By:

	 	/s/ Steven K. Gendal	 	 
	 

	 	 	 	 
	Name:

	 	Steven K. Gendal	 	 
	Title:

	 	Principal	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	WHIPPOORWILL OFFSHORE DISTRESSED OPPORTUNITY FUND, LTD.	 	 
	 
	 	 	 	 
	By:

	 	Whippoorwill Associates, Inc.	 	 
	 

	 	Its Agent and Authorized Signatory	 	 
	 
	 	 	 	 
	By:

	 	/s/ Steven K. Gendal	 	 
	 

	 	 	 	 
	Name:

	 	Steven K. Gendal	 	 
	Title:

	 	Principal	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	WINDWARD CAPITAL, L.P.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Nils Moldavsky	 	 
	 

	 	 	 	 
	Name:

	 	Nils Moldavsky	 	 
	Title:

	 	Operations Manager	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	PROSPECT FUNDING I LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Andrew S. Viens	 	 
	 

	 	 	 	 
	Name:

	 	Andrew S. Viens	 	 
	Title:

	 	Vice President of Operations	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	SANKATY CREDIT OPPORTUNITIES II, L.P.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Andrew S. Viens	 	 
	 

	 	 	 	 
	Name:

	 	Andrew S. Viens	 	 
	Title:

	 	Vice President of Operations	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	SANKATY HIGH YIELD PARTNERS, L.P.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Andrew S. Viens	 	 
	 

	 	 	 	 
	Name:

	 	Andrew S. Viens	 	 
	Title:

	 	Vice President of Operations	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	SANKATY HIGH YIELD PARTNERS III L.P.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Andrew S. Viens	 	 
	 

	 	 	 	 
	Name:

	 	Andrew S. Viens	 	 
	Title:

	 	Vice President of Operations	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	SILVER OAK CAPITAL, LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Thomas M. Fuller	 	 
	 

	 	 	 	 
	Name:

	 	Thomas M. Fuller	 	 
	Title:

	 	Authorized Signatory	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	HFRDS RESTORATION MASTER TRUST	 	 
	 
	 	 	 	 
	By:

	 	/s/ Pamela M. Lawrence	 	 
	 

	 	 	 	 
	Name:

	 	Pamela M. Lawrence	 	 
	Title:

	 	Authorized Signatory	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	RESTORATION HOLDINGS LTD	 	 
	 
	 	 	 	 
	By:

	 	/s/ Pamela M. Lawrence	 	 
	 

	 	 	 	 
	Name:

	 	Pamela M. Lawrence	 	 
	Title:

	 	Director	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	CREDIT SUISSE LOAN FUNDING LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Robert Franz	 	 
	 

	 	 	 	 
	Name:

	 	Robert Franz	 	 
	Title:

	 	Director	 	 
	 
	 	 	 	 
	By:

	 	/s/ Francesca Sena	 	 
	 

	 	 	 	 
	Name:

	 	Francesca Sena	 	 
	Title:

	 	Authorized Signatory	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH	 	 
	 
	 	 	 	 
	By:

	 	/s/ Robert Franz	 	 
	 

	 	 	 	 
	Name:

	 	Robert Franz	 	 
	Title:

	 	Director	 	 
	 
	 	 	 	 
	By:

	 	/s/ Francesca Sena	 	 
	 

	 	 	 	 
	Name:

	 	Francesca Sena	 	 
	Title:

	 	Vice President	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	KENMONT SPECIAL OPPORTUNITIES MASTER FUND, L.P.
	 
	 	 	 	 
	By:

	 	/s/ John T. Harkrider	 	 
	 

	 	 	 	 
	Name:

	 	John T. Harkrider	 	 
	Title:

	 	Managing Director	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	MAN MAC MIESQUE IOB LTD.	 	 
	 
	 	 	 	 
	By:

	 	Kenmont Investments Management, LP.	 	 
	 
	 	 	 	 
	By:

	 	/s/ John T. Harkrider	 	 
	 

	 	 	 	 
	Name:

	 	John T. Harkrider	 	 
	Title:

	 	Managing Director	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	STARK MASTER FUND LTD.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Michael A. Roth	 	 
	 

	 	 	 	 
	Name:

	 	Michael A. Roth	 	 
	Title:	 	Managing Member of Stark Offshore Management LLC, Investment Manager






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	STARK GLOBAL OPPORTUNITIES MASTER FUND LTD.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Michael A. Roth	 	 
	 

	 	 	 	 
	Name:

	 	Michael A. Roth	 	 
	Title:	 	Managing Member of Stark Global Opportunities Management LLC, Investment Manager






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	CANDLEWOOD CAPITAL PARTNERS LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Justin Wohler	 	 
	 

	 	 	 	 
	Name:

	 	Justin Wohler	 	 
	Title:

	 	Authorized Signatory	 	 






[Signature Page To Right of First Refusal Agreement]




 









 






	 	 	 	 	 
	SIGLER & CO. (as Nominee for McDonnell Loan Opportunity Ltd.)
	 
	 	 	 	 
	Signed by:	 	 
	 McDonnell Loan Opportunity Ltd	 	 
	 McDonnell Investment Management, LLC,	 	 
	 As Investment Manager	 	 
	 
	 	 	 	 
	By:

	 	/s/ James R. Fellows	 	 
	 

	 	 	 	 
	Name:

	 	James R. Fellows	 	 
	Title:

	 	Managing Director	 	 






[Signature Page To Right of First Refusal Agreement]