8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2014

RADIOSHACK CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-5571	75-1047710
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

300 RadioShack Circle, Mail Stop CF3-203, Fort Worth, Texas	76102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (817) 415-3011

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

On December 1, 2014, RadioShack Corporation (the “Company”) received a notice of default and acceleration, dated December 1, 2014 (the “Notice of Default”), from the SCP Agent (defined below) asserting that events of default have occurred and are continuing under the Credit Agreement, dated as of December 10, 2013 (the “SCP Credit Agreement”), among the Company, certain subsidiaries of the Company that are designated as credit parties, the lenders party thereto (the “SCP Lenders”) and Salus Capital Partners, LLC (“Salus”), as agent for the SCP Lenders (in such capacity, the “SCP Agent”). In addition to asserting Events of Default, the Notice of Default also includes a demand by the SCP Agent for the immediate payment in full by the Company of the $250 million term loan outstanding under the SCP Credit Agreement, together with all accrued and unpaid interest thereon (all of which interest that was due on December 1, 2014 having been paid in full on that date) and any other amounts owing to the SCP Lenders thereunder.

The SCP Agent alleges in the Notice of Default that the Company entered into “affiliate” transactions in breach of the provisions of the SCP Credit Agreement by entering into (1) the Recapitalization and Investment Agreement, dated as of October 3, 2014, between the Company and General Retail Holdings L.P. (“GRH”), (2) the Loan Sale Agreement, dated as of October 3, 2014, by and among General Electric Capital Corporation (the “GE Capital”), the other entities listed as sellers, GRH and General Retail Funding LLC, the Company, certain subsidiaries of the Company, and solely with respect to Section 7(h), Standard General Master Fund L.P., Standard General OC Master Fund L.P., Standard General Limited and Standard General Focus Fund L.P., and (3) the First Amendment to Credit Agreement, dated as of October 3, 2014, among the Company, certain subsidiaries of the Company that are designated as credit parties, the lenders thereto and Cantor Fitzgerald Securities, as successor agent for the lenders (the “First Amendment”) and the other documents related thereto.

The SCP Agent also alleges in the Notice of Default that (1) the obligations outstanding under the Credit Agreement, dated as of December 10, 2013 (as amended by the First Amendment, the “ABL Credit Agreement”), among the Company, certain subsidiaries of the Company that are designated as credit parties, the lenders party thereto and Cantor Fitzgerald Securities (as successor to GE Capital), as agent for such lenders (in such capacity, the “ABL Agent”) exceed the amounts that are permitted under the SCP Credit Agreement, (2) the First Amendment breached the SCP Credit Agreement by making conditions that might be satisfied in order for the Company to make payments on account of the obligations under the SCP Credit Agreement more difficult to satisfy, and (3) a ratio of the liquidation value of inventory to the cost of such inventory contained in a borrowing base certificate delivered by the Company under the ABL Credit Agreement was greater than that which was required to be utilized under the ABL Credit Agreement and resulted in additional credit being made available to the Company, in each case, in violation of the SCP Credit Agreement.

The SCP Agent alleges in the Notice of Default that the foregoing matters constitute continuing events of default under the SCP Credit Agreement.

If it is determined that an event of default has occurred and is continuing under the SCP Credit Agreement, then such event of default would also constitute an event of default under the ABL Credit Agreement. However, the Company has been advised by the lenders holding a majority of the loans and commitments under the ABL Credit Agreement that they do not currently intend to assert any such event of default under the ABL Credit Agreement. If the maturity of the obligations outstanding under the SCP Credit Agreement is validly accelerated, then an event of default would occur under the Indenture, dated as of May 3, 2011, by and among the Company, the Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, which governs our $325 million of 6.75% Senior Notes. The occurrence of any such events of default

2

under these other debt arrangements would permit the lenders thereunder (or the agent or trustee acting on their behalf) to declare all amounts outstanding thereunder to become immediately due and payable and to exercise other remedies set forth in the applicable debt documents.

The foregoing description of the Notice of Default is not complete and is qualified in its entirety by reference to the full text of the Notice of Default, a copy of which is filed on Exhibit 99.2 hereto and incorporated herein by this reference.

Item 7.01. Regulation FD Disclosure

The Company disagrees with the assertions contained in the Notice of Default that any event of default has occurred. As such, because we believe the alleged events of default do not exist, we also do not believe that the demand for the immediate payment of all obligations outstanding under the SCP Credit Agreement has any merit. The Company intends to vigorously contest the allegations contained in the Notice of Default through appropriate legal proceedings against the term lenders under the SCP Credit Agreement, including a possible declaratory judgment action. The Company also intends to focus on the execution of its business plan and operations during the Holiday season, to continue to pursue its previously announced recapitalization transactions, and to seek to minimize any disruption that might result from the Notice of Default.

On December 2, 2014, in response to the Notice of Default, the Company published a press release, a copy of which is furnished as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated December 2, 2014
99.2	Notice of Default and Acceleration, dated December 1, 2014

Forward Looking Statements.

This report (including the documents furnished as Exhibits to this report) contains forward-looking statements, as referenced in the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect management’s current views. These statements can be identified by the fact that they include words like “our position,” “believe,” “estimate,” “expect,” “intend,” “project,” “guidance,” “plan,” “outlook” and other words with similar meaning. These statements involve a number of risks and uncertainties that could cause actual results or circumstances to differ materially from those expressed or implied in our forward-looking statements, including the possibility that the Company may be unable to successfully dispute the allegations of defaults under the term loan credit facility, the potential consequences of those allegations, including potential adverse effects on relationships between the Company and its business partners, other creditors (including in relation to cross-default provisions in our other credit agreement or debt indenture) and third parties, including suppliers and customers, the potential inability of the Company to successfully complete proposed restructuring transactions and the Company’s turnaround plan and the continued availability of working capital financing. Any or all of these matters would have a material adverse effect on RadioShack’s liquidity and financial viability. Additional information regarding these and other factors is included in RadioShack’s filings with the SEC, including its most recent Annual Report on Form 10-K for the year ended Dec. 31, 2013 and Quarterly Reports on Form 10-Q. We specifically disclaim any duty to update any of the information set forth in this report, including any forward-looking statements.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RadioShack Corporation
	(Registrant)
Date: December 2, 2014	/s/ Holly Felder Etlin
	Holly Felder Etlin
	Interim Chief Financial Officer
	(principal financial officer)

4

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release, dated December 2, 2014
99.2	Notice of Default and Acceleration, dated December 1, 2014

EX-99.1

Exhibit 99.1

RadioShack Believes Claimed Covenant Breaches By Term Lenders Are Wrong And Self-Serving

Provides Update on Turnaround Plan; Refuses To Be Distracted By Self-Interested Actions of Solitary Lender Group

FORT WORTH, Texas, Dec. 2, 2014 /PRNewswire/ — RadioShack Corporation (NYSE: RSH) announced today that it received a notice from Salus Capital Partners, a unit of Harbinger Group, Inc., claiming covenant breaches under the $250 million Term Loan facility provided by Salus and Cerberus Business Finance, a unit of Cerberus Capital Management. The claims relate primarily to the recapitalization and investment agreement and amendment to the Company’s ABL credit facility, which in each case were entered into by the Company on October 3, 2014. RadioShack believes these claims are wrong and self-serving.

RadioShack intends to vigorously contest the claims. The Company has been advised by lenders holding a majority of the loans and commitments under its ABL credit facility that they intend to continue to extend credit to the Company in accordance with the terms of the ABL credit facility.

Joe Magnacca, RadioShack’s chief executive officer, said, “We will do everything we can to assure that these claims do not distract us from our ongoing efforts to rationalize our capital structure and transform our business. We will maintain our focus on operating our business as we move forward.”

Magnacca continued: “Despite their intimate knowledge of the challenges that RadioShack faced when they extended credit to us late last year, our current term lenders have repeatedly blocked our efforts to accelerate and intensify our turnaround and make smart decisions for our business. Now, prompted by their narrow self-interest, they appear to be trying to manufacture a problem during the critical Holiday shopping season in an effort to get out of a loan on which they have already reaped more than $35 million in fees and interest payments.”

“We intend to do everything in our power to prevent them from using what we see as unfounded technical arguments to benefit unjustly at the expense of other creditors, the hundreds of communities we serve, the many other businesses we support and the jobs of more than 25,000 hard-working people,” Magnacca said.

Magnacca continued, “This is particularly disturbing in light of meaningful steps we have taken in our turnaround plan, as well as the recapitalization steps announced in October which, if conditions are satisfied, would result in the conversion of at least $120 million of debt into equity.” Among the operational steps taken by RadioShack are the following:

• The Company has reconfigured store hours at select locations that are expected to reduce annual operating costs by $35 million and have also completed major cost reduction projects, principally saving costs in IT and more efficient DC operations, of over $39 million.

• As the Company has communicated clearly to the term lenders, it has additional cost-reduction measures in process that it intends to announce in connection with its upcoming quarterly earnings release, which it believes could save an additional $200 million or more in operating expenses beyond the impact of the store closures, dramatically improving the cash flow of its business.

An additional critical cost reduction measure involves the closure of up to 1,100 stores so that the Company can focus on its profitable, go-forward locations. Earlier this year, RadioShack asked the term lenders for consent to close these stores, which the Company estimates would have enhanced overall EBITDA by about $83 million and created an additional $87 million of liquidity from reduced and focused inventory levels. They refused unless the Company paid significant fees, prepaid a substantial portion of their debt and agreed to other covenants and concessions that the Company believed to be unreasonable, even though these store closures would have clearly benefited the Company and its stakeholders.

Then, in late October, RadioShack requested that the term lenders consent to the closure of a smaller but significant portion of these same stores, but they again refused. Most recently, RadioShack repeated its request that the term lenders consent to permit the closure of up to 1,100 stores to provide the Company with a rational store base going forward, and yet still has not received their approval. For RadioShack, these requests, for months, have been about the Company’s continued efforts to transform its business, serve its customers and preserve the jobs of the vast majority of its employees.

Magnacca concluded: “It appears to us that the term lenders seek only to advance their particular interests at the expense of all other RadioShack stakeholders and will oppose any common sense business move requiring their consent unless the Company agrees to their exorbitant demands. The Company calls on them to rescind their notice and related demands and instead grant approval for the Company to take action that would benefit all creditors and other stakeholders.”

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements, as referenced in the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect management’s current views and exceptions regarding economic conditions, the retail industry environment and RadioShack. These statements can be identified by the fact that they include words like “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,” “guidance,” “plan,” “outlook” and other words with similar meaning. We specifically disclaim any duty to update any of the information set forth in this press release, including any forward-looking statements. These statements involve a number of risks and uncertainties that could cause our actual results or circumstances to differ materially from those expressed or implied in our forward-looking statements, including the possibility that the Company may be unable to successfully dispute the allegations of defaults under the term loan credit facility, the potential consequences of the allegations, including potential adverse effects on relationships between the Company and its business partners, other creditors (including in relation to cross-default provisions in our other credit agreement or debt indenture) and third parties, including suppliers and customers, the potential inability of the Company to successfully complete proposed restructuring transactions

and the Company’s turnaround plan and the continued availability of working capital financing. Any or all of these matters could have a material adverse effect on RadioShack’s liquidity and financial viability. Additional factors that could cause our actual results to differ materially from the results discussed in our forward-looking statements include, but are not limited to, our ability to successfully execute and the effectiveness of our strategic turnaround plan and other initiatives, including our proposed store closure program; the underperformance or loss of certain of our important vendors, such as our wireless carrier providers, or breaches by them of our agreements with them; difficulties associated with our transition to an outsourced arrangement for the production of products we previously manufactured at our Chinese manufacturing plant; an adverse impact on our sales or profitability due to our transition to such an outsourced arrangement; an adverse impact on our sales or profitability due to changes wireless carrier providers and other suppliers make to their credit requirements, frequency of upgrade eligibility, or other operational matters, and the timing, completeness and accuracy of information we receive about such changes; a decline in our gross margin due to customer demand for lower margin mobile devices, such as smartphones and tablets; overall sales performance; economic conditions; product demand; expense levels; competitive activity; interest rates; further adverse changes in RadioShack’s financial condition; availability of products and services and other risks associated with RadioShack’s vendors and service providers; the regulatory environment; and other factors affecting the retail category in general. Additional information regarding these and other factors is included in RadioShack’s filings with the SEC, including its most recent Annual Report on Form 10-K for the year ended Dec. 31, 2013 and Quarterly Reports on Form 10-Q.

ABOUT RADIOSHACK CORPORATION

RadioShack (NYSE: RSH) is a leading retailer focused on connecting customers with personalized solutions and discovering what’s possible through the latest in consumer technology. The company’s updated product assortment incorporates national brands, industry-leading private brand products and in-demand mobile devices from a wide selection of wireless carriers. Customers can shop top brands in headphones and speakers, wearable technology, smart toys and DIY supplies, connected home, power accessories and home entertainment at www.radioshack.com or in store. RadioShack’s global retail network includes more than 4,300 company-operated stores in the United States and Mexico and more than 1,200 dealer franchise stores in 25 countries. RadioShack employs approximately 27,000 knowledgeable associates globally to help customers find their technology solutions. For more information on RadioShack Corporation, please visit www.radioshackcorporation.com. RadioShack^® is a registered trademark licensed by RadioShack Corporation.

Analysts and Investors Contact: Investor Relations, +1-817-415-3400,

Investor.Relations@RadioShack.com,

or

News Media Contact: Media Relations, +1-817-415-3300,

Media.Relations@RadioShack.com

EX-99.2

Exhibit 99.2

December 1, 2014

VIA OVERNIGHT MAIL, FACSIMILE AND EMAIL

RadioShack Corporation

300 RadioShack Circle

Fort Worth, TX 76102-1964

Attn:   Holly Felder Etlin, Interim CFO

cc:   Mr. Joseph C. Magnacca, CEO

Robert Donohoo, General Counsel

Facsimile: 817-415-3703

Re: Notice of Default and Acceleration; and Reservation of Rights

Ladies and Gentlemen:

Reference is made to the Credit Agreement dated as of December 10, 2013 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among RadioShack Corporation and the other Persons party thereto that are designated as a “Credit Party” (collectively, the “Borrower”), Salus Capital Partners, LLC, as Agent (in such capacity, the “Agent”) for the several financial institutions from time to time party thereto (collectively, the “Lenders” and each individually, a “Lender”) and for itself as a Lender, and such Lenders. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Credit Agreement.

Please take NOTICE, that multiple Events of Default have occurred and are continuing under the Credit Agreement and the other Loan Documents, including under:

(i) Section 7.1(c) of the Credit Agreement (as a result of the Credit Parties’ breach of Section 5.6 of the Credit Agreement), which arose as a result of the Borrower and certain of the other Credit Parties entering into certain agreements and transactions with Persons constituting Affiliates of the Borrower, which agreements and transactions are prohibited under Section 5.6 of the Credit Agreement, including (a) the Recapitalization and Investment Agreement, dated as of October 3, 2014 (the “Recapitalization Agreement”), between the Borrower and General Retail Holdings L.P. (the “Sponsor”), (b) the Loan Sale Agreement, dated as of October 3, 2014 (the “Loan Sale Agreement”), by and among General Electric Capital Corporation, the other entities listed as Sellers, General Retail Holdings L.P. and General Retail Funding LLC,

RadioShack Corporation

December 1, 2014

Page 2

RadioShack Corporation, certain subsidiaries of RadioShack Corporation, and solely with respect to Section 7(h), Standard General Master Fund L.P., Standard General OC Master Fund L.P., Standard General Limited and Standard General Focus Fund L.P., and (c) the First Amendment to Credit Agreement, dated October 3, 2014 (the “First Amendment”, and the Credit Agreement, dated as of December 10, 2013, among the Borrower, certain subsidiaries of the Borrower that are designated as credit parties, the lenders party thereto and General Electric Capital Corporation, as agent for the lenders, as amended by the First Amendment, the “Amended Credit Agreement”), among the Borrower, certain subsidiaries of the Borrower that are designated as credit parties, the lenders thereto and Cantor Fitzgerald Securities, as successor agent for the lenders, and the other documents related thereto, and the performance by the Credit Parties of their obligations thereunder (including, without limitation, the incurrence and payment of approximately $38.1 million in fees to Sponsor and its affiliates and the Credit Parties’ agreement to the terms set forth in Section 5.19 of the Recapitalization Agreement (Directors’ and Officers’ Indemnification and Insurance));

(ii) Section 7.1(c) of the Credit Agreement (as a result of the Credit Parties’ breach of Section 5.6 of the Credit Agreement), which arose as a result of the outstanding principal amount of the ABL Obligations exceeding the amount of ABL Obligations permitted to exist under Section 5.5(f) of the Credit Agreement, due to the creation and funding (or deemed funding) of the “Term Out Revolving Loans” (as defined in the Amended Credit Agreement) in the principal amount of $275,000,000, which reduced the Revolving Loan Commitments (and, in turn, the Maximum ABL Facility Amount) (each as defined in the Intercreditor Agreement) by $275,000,000, which, in turn, reduced the permitted amount of the ABL Obligations to $310,000,000, an amount which is significantly less than the principal amount of ABL Obligations currently outstanding;

(iii) Section 7.1(c) of the Credit Agreement (as a result of the Credit Parties’ breach of Section 5.15 of the Credit Agreement), which arose as a result of the Credit Parties amending the ABL Loan Documents in a manner prohibited by the Intercreditor Agreement (i.e., by changing the conditions that must be satisfied for the Credit Parties to make payments on account of the Obligations under the Credit Agreement in a manner that makes such conditions more difficult to satisfy due to the amendment of the definitions of the terms “Average Daily Availability Percentage” and “Maximum Revolving Loan Balance,” of the ABL Credit Agreement (as set forth in the definition of “Payment Conditions” in the Amended Credit Agreement)); and

(iv) Section 7.1(c) of the Credit Agreement (as a result of the Credit Parties’ breach of Section 5.15(a)(i)(A) of the Credit Agreement), and (ii) Section 7.1(d) of the Credit Agreement (as a result of the Credit Parties’ failure to “perform or observe any other term, covenant or agreement contained in…any Loan Agreement…”, which default has remained unremedied for a period of thirty (30) or more days), and which, in each case, arose as a result of the Borrower’s Borrowing Base Certificate reflecting an NOLV Factor higher than that which was required to be utilized under the ABL Credit Agreement. The improper use of the higher NOLV Factor has resulted in tens of millions of dollars in additional credit being made available to the Borrower, in violation of the provisions contained in the Intercreditor Agreement and therefore in violation of the Credit Agreement.

RadioShack Corporation

December 1, 2014

Page 3

The Events of Default described in this paragraph are collectively referred to herein as the “Existing Events of Default”. The Agent is investigating whether additional Events of Default currently exist.

Please take further NOTICE that, in light of the Existing Events of Default (i) effective as of October 3, 2014, all outstanding Obligations shall bear interest at the rate per annum set forth in Section 1.3(c) of the Credit Agreement, and (ii) all payments received by Agent in respect of any Obligation and all funds transferred and credited to the Agent’s Account shall be applied to the Obligations in accordance with Section 1.10(c)(ii) of the Credit Agreement.

Please take further NOTICE that, in light of the Existing Events of Default, and pursuant to Section 7.2(a) of the Credit Agreement, the Agent hereby DEMANDS the immediate payment in full by the Borrower in cash of the unpaid principal amount of the Term Loan, with all interest accrued and unpaid thereon, and all other Obligations. The Borrower should contact the Agent immediately to discuss the method by which the Credit Parties will pay the amounts owed.

Please take further NOTICE that, in light of the Existing Events of Default, and pursuant to Section 5.2(d) of the Credit Agreement, the Credit Parties are contractually precluded from closing any Stores.

Please take further NOTICE that, in light of the Existing Events of Default, and pursuant to Section 4.11(i) of the Credit Agreement, the Credit Parties are contractually precluded from making any withdrawals from the Residual Account Deposit Account, and, pursuant to the Residual Account Blocked Account Agreement, dated as of March 6, 2014, by and among the Agent, the Borrower and Bank of America, N.A. (the “Bank”), the Agent is simultaneously delivering a notice to the Bank requiring that the Bank transfer, by ACH or wire transfer to the Agent on each Business Day, all amounts on deposit in the Residual Account Deposit Account for application to the Obligations in accordance with Section 1.10 of the Credit Agreement.

Please take further NOTICE that, in light of the Existing Events of Default, the Agent is simultaneously delivering a notice to the ABL Agent under the terms of the Intercreditor Agreement, to commence the “Standstill Period” under the Intercreditor Agreement with respect the Agent’s right to take Collateral Enforcement Action against the ABL Priority Collateral.

The Agent and the Lenders have certain rights and remedies with respect to the Existing Events of Default under the terms of the Credit Agreement and the other Loan Documents as well as applicable law, including, without limitation, the right to exercise any other remedies available under the Credit Agreement (including, without limitation, under Section 7.2 thereof) and the other Loan Documents, at law or in equity. The Agent and the Lenders are presently evaluating all available courses of action that may be available under the Credit Agreement, the other Loan Documents, at law, or in equity. Accordingly, without waiving the Existing Events of Default, the Agent and the Lenders reserve all of their rights and remedies under the Credit Agreement, the Intercreditor Agreement, the other Loan Documents and applicable law.

RadioShack Corporation

December 1, 2014

Page 4

The Agent’s and the Lenders’ voluntary forbearance, if any, from exercising any of their rights, remedies, claims or causes of action is not intended (and should not be construed) as a waiver of the Existing Events of Default or of the Agent’s and the Lenders’ rights and remedies with respect thereto, all of which are hereby reserved and preserved in their entirety.

This letter is not intended to establish a custom or course of dealing (including as a result of providing any notice to the Credit Parties hereunder that is not otherwise required notice under the Loan Documents) and does not waive, limit or postpone any of the liabilities or obligations of the Borrower or the other Credit Parties under the Credit Agreement or any other Loan Documents or otherwise, and any discussion that has occurred or that may hereafter occur shall not be deemed to be a waiver, limitation or postponement of any of the Agent’s or Lenders’ rights and remedies under the Credit Agreement and the other Loan Documents, under applicable law or at equity, all of which rights and remedies are expressly reserved to the fullest extent by such parties.

Nothing contained in, or omitted from, this letter shall constitute an amendment or waiver by the Agent or any Lender of any provision of the Credit Agreement or any other Loan Documents, and all provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect. The Agent’s and Lenders’ failure to exercise, or delay in exercising, any right, remedy, power or privilege under the Credit Agreement and the other Loan Documents shall not operate as a waiver or amendment thereof or waive, affect or diminish any right of the Agent and the Lenders thereafter to demand strict compliance and performance therewith. The delivery by the Agent of this letter shall not constitute or create a right to notice or demand on any future occasion.

Very truly yours,

SALUS CAPITAL PARTNERS, LLC,

As Agent

By:	/s/ Kyle C. Shonak
Name:	Kyle C. Shonak
Title:	Executive Vice President

cc: Mr. Kevin P. Genda (via email and overnight mail)

875 Third Avenue

New York, New York 10022

kgenda@cerberuscapital.com

Frederic L. Ragucci (via email and overnight mail)

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

frederic.ragucci@srz.com

John E. Mazey, Esq. (via email and overnight mail)

Jones Day LLP

2727 North Harwood Street

Dallas, Texas 75201-1515

jemazey@jonesday.com

Choate, Hall & Stewart LLP (via email only)

Attention: John F. Ventola

Email: jventola@choate.com

Cantor Fitzgerald Securities (via email and overnight mail)

110 East 59th Street

New York, New York 10022

Attention: Nils Horning

Facsimile: (646) 219-1188

Cantor Fitzgerald Securities (via email and overnight mail)

900 West Trade Street, Suite 725

Charlotte, North Carolina 28202

Attention: Bobbie Young

Facsimile: (646) 390-1764

Kaye Scholer LLP (via email and overnight mail)

250 West 55th Street

New York, NY 10019-9710

Attention: H. Stephen Castro

Facsimile: (212) 836-6360